FlutterRage
by Dark Sault
Summary: It was a normal happy day in Ponyville, as all went on there way. Twilight was especially happy today she was going to help Applejack, when she stumbled across a find that would change the face of Equestria for all time. (Original story by Vixwell)
1. Prelude

I know what your all thinking. And yes, this is not my story. The original story belongs to Vixwell. I just got lucky and he allowed me to continue one of his stories, me and Vixwell came to an agreement that I can continue his story. These are our Terms and Conditions:

**I, Dark Sault hereby ask the author of the fanfiction known as "FlutterRage" for the shared rights to the story, and profits if such come about. Granted, I follow these Terms and Conditions set by Vixwell, the author:**

**I: Read the fanfictions known as "Cupcakes" and "Sweet Apples Massacre"**

**II: keep all original work up to chapter 5**

**III: The author "Vixwell" a pen name for ?, will be credited in the final draft**

**I, Vixwell, being of solem mind and under no outside influence, shall allow my story "FlutterRage" to be used for the sole purpose of entertainment. By Dark Sault, granted that all the conditions above are met.**

_-Vix L. _

This was our contract and terms and conditions. So in other words I do not own this whole story, only beyond chapter 5. So with all that non-sense cleared up, I revised it a little, but noting major, just minor stuff like commas and misspelled words, that is all.

**Disclaimer: I do not own this story, Vixwell does. Vixwell nor I own MLP. All Vixwell owns is the story and the ideas, all I own is the story and ideas beyond chapter 5.**

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**FlutterRage: A MLP Fanfic**

**By: Vix Landar**

"Spike!" called a purple pony, "Watch the library, I'm going to Applejack's." All she got a couple of loud mumbling. "Thanks Spike." she called, happily trotting out of the door.

It was another joyous day in Ponyville, maybe a little hot, but otherwise a perfect day. Twilight was on her merry way to Applejack's orchard, to help with bucking some trees when Rarity stopped her. "Twilight, have you seen Opal around? She's been gone for about a day now."

Twilight frowned a bit at her friend. "No, sorry, I haven't. Where was she last?"

Rarity looked towards her boutique. "Well, when I let her out yesterday, she was walking towards Sugar Cube Corner." Rarity pointed there. "Oh, what am I going to do, Twilight?" she asked with genuine concern.

"Well, you could ask Pinkie if she's seen her." suggested Twilight.

"Good idea!" Rarity said, before running off towards Sugar Cube Corner.

"Your welcome." mumbled Twilight, as she turned around, there was Opal and another cat was with her. This cat was pure black with fiery eyes and he was just staring at Twilight. "There you are, Opal, and looks like you made a friend. Let's get you home, Opal." Twilight said, lifting her up with her magic. About three minutes later, she was at the boutique and Rarity was running around on the roof looking for Opal. Twilight whistled and yelled, "This who you're looking for?"

Rarity looked over the edge of the roof and jumped down. She picked up Opal. "Oh, where were you? Mommy was so worried for you!" Opal just grunted.

"What about this one?" asked Twilight, pointing to the strange black cat that she had when she found with Opal.

"I've never seen him in my life, though, if you get him cleaned up, I'll gladly take him." Twilight looked at the cat and realized he was filthy and smelled like he just rolled in garbage.

"Sure, I'll take him to Fluttershy's. She knows how to clean cats, I hope." with that, Twilight started walking back to her house. "I'm going to see what breed you are!" Twilight chuckled. A few minutes later, they were at her home. "Welcome, mister cat to my ho-" she was cut off by the door slamming into her.

"OH, A KITTY CAT!" yelled an over-zealous pony, as Twilight just grunted as she closed the door back up.

"Hey Fluttershy." Twilight said when she saw who the pony was. "Oh, he's so beautiful, Twilight. Can I keep him? Unless of course he's yours or someone else's has dibs on him."

Twilight smiled. "You can have him, I'm sure Rarity won't mind. Can I just keep him for a few minutes? I want to see what breed he is."

Fluttershy nodded and walked back in carrying her new pet.

"Spike, can you get me the book on-" started Twilight, but was cut off by Spike this time, he was shoving a book in her face. "Thanks." she said smiling, then dove nose first into the book. "No, no, no, no, he's definitely not that, no." she mumbled to herself.

"So, what should we call you?" Fluttershy asked the cat. "Whiskers?" The cat looked away. "How about Midnight?" the cat looked at her and purred. "Midnight it is then!" Fluttershy started to smile, until she heard a gasp from Twilight.

"It says he is the Breed with No Name. They were hunted to extinction before modern science had a chance to name them..." she continued, reading even faster. "... Some ponies believe a few survived and those that did, have certain ability to ward off attackers."

"Like what?" Fluttershy asked sheepishly.

"Well... nopony knows, this is the first recorded sighting for more than a thousand years." replied Twilight

Fluttershy grinned. "Hear that, Midnight? Your special!" the cat just licked his paw and then looked out the window and Fluttershy did the same.

"Well, I'm done with him, you can go home now if you want, Fluttershy... Fluttershy?" she was just looking out the window in some sort of trance. "Hmm?" Fluttershy said, now looking at the cat. "You can go now. Are you feeling OK?" Twilight asked, concern.

"Yea, I'm fine, we should go, it's a long walk." Fluttershy then looked at Twilight. "Thanks and bye!" she said with a smile, then walked outside. _How odd,_ Twilight thought to herself.

**About an hour later at Fluttershy cottage**

"So here's your new home, Midnight." Fluttershy said. The cat looked at the trees then at the pond, then slowly walked towards a family of ducks. Fluttershy was already walking to her cottage, when she heard a little duckling shriek and she ran back to the pond. "No!" she yelled at her new pet and he dropped the duck, but it was too late. Fluttershy walked over to the cat and used her stare. "IF YOU EVER DO ANYTHING LIKE THAT..." the cat was walking backwards and Fluttershy was following him. "...AGAIN, I'LL MAKE SURE SOMETHING EVEN WORSE..." the cat bumped into a rock, but Fluttershy was closing the distance. "...HAPPENS TO YOU, MISTER EVIL FACE! NOW, GO OVER AND APOLOGIZE TO HIS MOTHER!" Fluttershy stomped her hoof on the ground and scared the cat, which lunged and cut her right hoof badly, then ran into the woods. "Good riddance." she said, then walked over to the duck family. "I'm so sorry that happened. I'll make sure that never, never ever happens again and we'll bury him tomorrow." Fluttershy meant to say now, but then suddenly got extremely tired, as she walked to her cottage. She opened and closed the door.

"SURPRISE!" yelled a bunch of ponies, but Fluttershy couldn't see who they were, because the lights had been turned on so fast.

"Thanks... I... I..." Fluttershy collapsed to the floor.

"Quick, someone call the paramedics!" yelled a pony that sounded like Rainbow Dash.

"I'm going to sleep now..." Fluttershy mumbled, before she blacked-out.


	2. Hidden Little Bunny

**Disclaimer: I do not own this story, Vixwell does. Vixwell nor I own MLP. All Vixwell owns is the story and the ideas, all I own is the story and ideas beyond chapter 5. **

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**Chapter 1 Act 1: Hidden little bunny**

"Quick, give me 20 CC's of-"

"SHE"S GOING INTO SHOCK!"

"CELESTIA, DON"T GIVE UP ON ME!"

"Fluttershy... Fluttershy..." a soft voice cried out. "Hello?" the little pony cried back. "Please say something!" She looked around and all she saw were puffy white clouds.

"Fluttershy..." the voice seemed to be coming from a certain direction. "I-I-I'm coming." she said sheepishly. She walked through a puffy cloud and closed her eyes. When she opened them, she saw she was at home, but all her animal friends were gone. "Angel... Midnight... anyone?" she heard a soft whimper coming from the pond. She walked over. "Little duckling!" she cried. "You're okay!" The duckling started crying. "What's wrong little guy?" she asked in a worried tone. The duck pointed towards the pond and there, floating on the surface, were two older ducks, but they were dead.

"Oh, I'm sorry litt-" she looked back at the duckling and saw Midnight crunching on the little guy. She shooed off the cat and turned around and saw Angel by the front door, starving to death. She ran over to help him, but when she touched him, he turned to dust. "Angel?" She turned around and saw the cat again.

"WHAT DO YOU WANT!" she screamed out, as she cried. The cat walked up to her and licked his paw. Then, through the pain of what she had seen, came a new pain, a pain like no other that she had felt before. It pierced through her skull, like someone had taken a nail and forced it through her head. Fluttershy screamed in pain and cried. when it was over, she looked at the cat. "Did you do this?"

**At the hospital Room 135 ICU**

"Do you think she'll pull through?" Twilight asked the doctor.

"well, she's stable, but appears to be in a coma. She may come to tonight or tomorrow. It's like her mind is overloaded, no dead." the doctor replied in a grave voice.

"Thank you, doctor." Twilight said and turned to her friends sitting in Fluttershy's room, they all put their heads down at the news. "Well, at least she'll live." Twilight tried to say cheerfully.

"I just want to know what did this to her!" Rarity said in a hushed roar.

"If I find out it was one of those fillies, I can't be held responsible for what I do!" Applejack added. Rainbow Dash just sat there, quietly crying for her friend and Pinkie was still at Fluttershy's house, trying to straighten the place up. Finally, after signing some papers, Twilight sat down and sighed. "We can't be here all night, we should go to the waiting room so we don't get in the way."

Rainbow got up and in a quiet roar, yelled "I'm not leaving until she wakes up!"

Applejack got up. "Come on, sugarcube, we don't want to mess anything up, do we?" Rainbow grabbed Fluttershy's foreleg. "No!" she yelled. Right after that, Fluttershy screamed bloody murder, making all the ponies jump on that floor. Then, nurses came running and pushed Rainbow aside.

"Leave, all of you, now!" one of the nurses demanded. As soon as said that, they were all out of the room.

"Did I do that?" Rainbow began to cry, Applejack put her arm around Dash. "C'mon, sugarcube, let's go to the waiting room."

**About an hour later**

"Excuse me, doctor... how's Fluttershy?" Rainbow asked as he walked past.

He then looked at Rainbow, then at her friends. "I-I don't know."

"WHAT?" yelled Rainbow Dash. "HOW DO YOU NOT KNOW? SHE'S YOUR PATIENT!"

The doctor looked at his clipboard. "See for yourself." he said grimly. Rainbow ran down the hall with her friends at her heels. When they got there, they couldn't believe what they saw. On Fluttershy's forehead, there was a unicorn's horn about as big as Twilight's and she still had her wings, which looked like they grew by about four inches.

When Rainbow saw the horn, it was still covered in blood, along with most of Fluttershy's face. "What... what happened?" Rainbow sat down in disbelief.

"That's just it..." Said another doctor, "We've never seen this, it's something completely new." Just then, Fluttershy woke up and saw the world blood-red and screamed again, this time not so loudly.

"What's going on? Who are you? How'd I get here? Where are my friends?" Fluttershy was yelling.

"Shhh," Dash said to Fluttershy, "We're right here, all of us."

Fluttershy didn't hear Dash, as she passed out from the fear. "Quick, clean her eyes, we don't need that happening again." ordered Dash.

**Chapter 1 Act 2: Is this a dream?**

"Did yo do this to me?" Fluttershy asked in agony, "MIDNIGHT, SAY SOMETHING!" Fluttershy started to cry from all of this. It didn't make sense, it was like she was in a dream, but it was all too real. Finally, Fluttershy heard a noise, other than that of despair. it was a voice she recognized, her friend Rainbow, who was flying down from a cloud.

"Hey, Fluttershy!" the cyan pegasus said cheerfully. Fluttershy smiled and hugged Rainbow, closing her eyes. She was so happy, she felt like it was finally over. But, it was just the opposite, she felt something move, something that didn't feel right. She opened her eyes and the world around her were in flames. She was holding a torch; in front of her was a house. A house she has never seen before, it was on fire. Suddenly, she threw the torch through the window.

Then, she realized there were two scared children screaming for help. she ran in, only to find she was in Rainbow's home. Rainbow asleep on her bed, so Fluttershy went to wake her.

"Rainbow, wake up!" she pleaded, she got no response, so she tapped the pegasus. Rainbow fell off the bed next to her nightstand, where there was some sort of herb. Fluttershy sniffed it, it was a poisonous plant, even Fluttershy could recognize it just by the smell. There was a note on the nightstand as well. I read;

_Hello everypony,_

_I wish I've could've told you this in person, but you would've talked me out of it and it's just not worthy living in a world where the one you love, shows affection for, betrays you and breaks your heart. I just couldn't keep it up, so goodbye, I don't regret a thing and I loved you all._

_Sincerely,_

_Rainbow Dash_

When Fluttershy finished reading the note, she wanted to run, but couldn't, she tried to scream, but couldn't either. So she just stood there and closed her eyes. When she opened them, she was in Canterlot, in town square. Everypony was shutting their windows and doors as she walked past. She snuck up on one.

"Excuse me?" she started.

"Here, have it, I didn't want it anyway!" the pony yelled and shoved apples in her face and ran off. She chased him back into the square, where she noticed Royal Guards were everywhere, but dead. Then, she looked in the very middle of the square and saw Midnight, again.

"What is this?" she yelled at the cat. "WHY ARE YOU DOING THIS TO ME?!" she screamed, now crying. "IS THIS FUN FOR YOU?"

"No," he said in a deep, harsh voice. "It's payback."

"FOR WHAT? WHAT DID I DO? WHAT EVER IT WAS, I'M SORRY! JUST LET ME GO BACK TO MY FRIENDS. I PROMISE I WON'T EVER COME NEAR YOU AGAIN!" Fluttershy screamed.

"Oh, the contraire..." he said happily. "... You'll be taking care of me royally from now on." while he spoke, he turned into a horrid beast, extending his legs well above Fluttershy, he unhinged his mouth and blood dripped out. Finally, he stretched his body into a twisted form, the likes of which, Fluttershy could only imagined, in her scariest of nightmares.

Then, when she couldn't move from fear as it slowly crawled towards her with a crunching sound in every step and gurgling as if he were drowning. Fluttershy screamed when it was breathing on her and it crawled inside her, choking her. When it was finally over, she felt a rage like no other. Then, it died down and she fell down and started crying. She then opened her eyes and saw red with bright light above her and ponies sticking needles in her, making unheard of noises. She tried to scream, but she was too tired and instead, asked only short questions. The last thing she heard before passing out was Rainbow's voice saying, "Shhh,"

**Chapter 1 Act 3: The first seeds of a season**

Fluttershy woke up again screaming, but only to get a squeaked, dry cough. She looked around the dark room and saw the first of day break, out a small window. _Oh, what could this be now?_ she thought to herself, then she prepared for the worst, only to be blinded by a light with a silhouetted in it. Not knowing what was going on, she closed her eyes and pretended to be asleep. Hoofsteps grew louder until they stopped next to the bed. Then, Fluttershy heard some crying, she hadn't noticed until now, but it had been there the entire time. _What's the worst that can happen?_ the thought made her smile a bit. She opened her eyes and let them adjust to the light. She looked and saw it wasn't a rip in the darkness, only a door with a bright hallway.

Fluttershy looked around and saw her friends, some on the floor and some in a few scattered chairs, but all asleep. Suddenly, she looked at the clock, it was four in the morning. No wonder they're asleep, she thought, then giggled a bit only to stop because another pony walked in the doorway. She looked and saw it was a doctor. She waved and he came running in.

"You're awake!" he said aloud. "I-I can't believe it, your awake!"

Fluttershy smiled and asked, "Why am I here? I-I don't mean to pry."

The doctor hadn't heard, he was too busy going over her heart rate, it seemed. Then she noticed a wire hanging from her head. "Um, excuse me, but why do I have a wire on my head?" Fluttershy asked sheepishly.

The doctor went to speak =, but was interrupted by Applejack yawning and stretching. "Oh, hey doc, what's up?" she asked stretching he side. The doctor moved to the side and Applejack gasped. "FLUTTERSHY!" Fluttershy grinned, unsure of what to do. "Hey, everypony, she's awake!" Applejack yelled, without any consideration for their sleep. Rainbow looked up from the floor and started flying above the bed.

"she is? SHE IS! Finally your awake!" Rainbow said, she was soon joined by Rarity.

"Dear, it's good to see you alive again! Oh my, I mean... Oh, darn..." Rarity shuttered. Then, Twilight woke up and smiled at Fluttershy. "Forgive her dear, she was up all night doing paperwork for you." Rarity said uneasily.

"Oh, I do! Rarity, I do appreciate you and all of you waiting for me." Fluttershy said shyly.

"Not even Celestia could have kept us from you, sugarcube." Applejack said, smiling.

"Yea..." added in Rainbow Dash. "... I skipped work to be here, you owe me big." she was now laughing a bit.

Suddenly, Fluttershy looked around the room and noticed they were short of a certain party pony. "Where's Pinkie?" Fluttershy said, smiling.

"Last we heard, she was still cleaning up your house. You know, from the surprise. Wow, did you surprise us!" Twilight said, now finally awake. Suddenly, the doctor pulled Twilight away and Rainbow took her spot.

"I hope you weren't scared or nothing while you were asleep." Rainbow said sympathetically. Fluttershy thought for a moment, about her dream. Was it really just a dream? "Fluttershy?" Rainbow asked.

"Nothing I couldn't handle." She said with a giggle. Twilight walked up to her bed with a grim expression, when Applejack saw, she frowned and the same with Rainbow."What?" she asked.

"I think it's better if you see for yourself." Twilight said, holding up a mirror. Fluttershy gasped at what she saw, a horn was there, caked in dried blood from the night before and had many sensors attached to it, displaying a bunch of different readings.

"Wha- what is it?" Fluttershy asked, still in disbelief. No one spoke up until the doctor sighed and said,

"We think it's a unicorn's horn. We don't know how it got there." Fluttershy put the mirror down, then a thought crossed her mind.

"What about my wings?" she asked, looking at Rainbow.

"Their there, but they've grown almost seven inches since your last check-up. That's not normal, Fluttershy." Fluttershy looked at her wings and they did feel bigger and heavier. "We also think that the horn on your head is just the base, no doubt that it will be growing some more." he added in.

"When can I get out?" she asked unusually briskly.

Taken back by the question from everyone, they looked at the doctor who was looking on his notes and he read, "If your stable and no major issues, you can get out around noon. Though, we urge you to stay, this is something completely new."

Fluttershy looked at him with a grin. "You can examine me when I'm dead. Right now, I just want something to eat." All her friends stood there, gasping at what their un-cruel friend just said."If that's OK?" she said in her normal tone and all her friends stopped looking at her weird.

"Cafeteria doesn't open for another three hours, sugarcube." Applejack said sympathetically. "But, I figured you'd be hungry, so I got you this." Applejack pulled an apple and some juice out of her saddle pack. Fluttershy smiled and gobbled down her breakfast.

"Sorry, I guess I was really hungry." she said sheepishly, the burped.

"At least you're hungry, that's always a good sign." Rainbow Dash said cheerfully."As soon as the cafeteria opens, we'll be the first ones down there!" Rainbow said with newfound energy.

"I think we'll all be there." chimed in Rarity, just as her stomach growled. Everyone giggled a bit and Rarity blushed.

**Three hours later**

"Are you sure she's okay to walk, doctor?" Twilight asked, "What about the medication? Will it make her allergic to anything? What about drowsy? What if she falls asleep and falls down the stairs? WHAT IF-"

"She'll be fine, Twilight, the only thing different about her is the horn now." Rainbow said, after stuffing Twilight's mouth with another apple.

"Yea, Twilight..." Fluttershy said, getting out of bed, "... Only my head is sore... Guys?" Fluttershy found herself looking down a bit. "You're all a bit shorter than I remember."

The doctor was the first to speak. "My, I think you've grown by about a foot." suddenly, Twilight was off again about centers of gravity. "Don't worry about her," said the doctor, "Fluttershy, she just doesn't want to have to sign any more papers, especially legal ones."Fluttershy laughed.

"Come on, Fluttershy..." Rarity sounded annoyed, "... I'm starved."

"Yea, Fluttershy..." it was Rainbow's turn to whine. "Consider this payback, now come on!"Applejack kicked Rainbow. "What did I do?"

"Nothin'." was all Applejack said and they all laughed. "Alright, thanks doctor, I'll be back soon." he laughed a bit and pointed to the door.

"Doctor's orders!" he said, as Fluttershy nodded and walked out. "Hope she will be alright." the doctor mumbled to himself, then started laughing.

**In the cafeteria**

"SURPRISE!" yelled a pink pony on the other side near a buffet. Fluttershy smiled, then frowned a bit.

"Pinkie, what are you doing?" Rainbow yelled back. Pinkie didn't say anything, she just keep bouncing.

"I don't know about you guys, but Pinkie's got a buffet, I'm heading over there." Both Twilight and Rainbow agreed. "Aren't you coming, dearie?" Fluttershy frowned toward Pinkie dissipated and she nodded. "Good, now let's go!" and with that, Rarity was speed walking over to Pinkie, when Rainbow flew over head. "Too slow!" Rainbow teased. Fluttershy walked over slowly, when she reached the table, everyone else was already at the buffet.

"HEY, FLUTTERSHY!" Pinkie exclaimed. "Did they find out what happened, 'cause it was really scary, and I hope it had nothing to do with my parties and then I thought maybe I should clean up. Since you know, you would not come home to a mess house, but, when I finished, it was midnight, so I came here extra early and put this together! Do you like it?" Fluttershy looked over and saw her favorite foods, then she smiled devilishly.

"I love it, Pinkie..." a great smile rose on Pinkie's face. "...But, they did find out what was wrong with me..." Pinkie leaned closer, since Fluttershy was being quiet. "...It's your parties, not enough fun, too long..." Pinkie's smile faded. "They're apparently very bad for me, but only when you attend..." Pinkie was now frowning. "...So do me a favor, and stay away for good, lest I end up here, again." Pinkie's hair deflated. She sat there on the verge of crying. Fluttershy's smile faded, she was saddened by Pinkie's expression. "I'm sorry, that must be-" Pinkie didn't care, she was already leaving.

"If- if you ever need some- something, don't be afraid to ask, Fluttershy." whimpered Pinkie, then bolted out of the cafeteria.

"Where'd pinkie go?" asked Rainbow Dash, walking up with two plates in her mouth.

"Oh, she had some very important errands to run. Are one of those for me?" she said with no hint of what she had just done.

"Yea, mind taking it now?" Rainbow asked.

"Of course, Rainbow." that smile arose in again, she reached up and grabbed the plate, but next to Rainbow's mouth. Taken back by this, Rainbow dropped her plate.

"Oops, clumsy me." she said, blushing very apparent, then quickly flew back to the buffet and started talking to Twilight, who seemed memorized by some mac and cheese.

"What was all that about?" said Rarity, just sitting down.

"Oh, nothing." she said sheepishly. Rarity looked at her, then started eating. Fluttershy tried to pick up the muffin without her hooves. She closed her eyes and grunted. When she opened them, there was the muffin.

"My, my, dearie, for your first time, you're a natural. This is your first time using magic, right?" Fluttershy nodded. "Oh, speaking of which, stop by my boutique later. We need to get you a new dress for your new..." Rarity spent a moment, looking for the word. "Figure."

"Sure, Rarity, sounds fun." Fluttershy looked back at the buffet while munching on her hard-earned muffin and saw Twilight walking back with Rainbow hiding behind her. Suddenly, she heard a noise from behind.

"Sorry I'm late everypony..." Applejack was behind her, panting. "...I just don't trust those elevators things." she sat down and stole Twilight's muffin before anyone could say anything. "Mmmmm, I do love banana nut muffins!" they all giggled and started eating again.

"Um, Twilight..." Fluttershy started. "...can you give me lessons on how to use this horn?" Twilight nodded, since her mouth. "...And Rainbow?" Rainbow Dash looked up at her, but didn't say anything, she was still blushing. "Can you teach me how to use my wings in private? So no pony steals your teaching tricks, I mean."

"Sure, Fluttershy." Rainbow smiled, then went back to the food, blushing a bit harder now.

**About noon**

"Thank you and come again in a week for your check-up, Fluttershy!" yelled her doctor.

"I will!" she yelled back, then looked around, all but one of her friends had left her. "So, now what, Twilight?"

"I can teach you some magic at my place?" she suggested, Fluttershy smiled and nodded. "Then... shall we?"

"Lets!" Fluttershy echoed.


	3. Five Floors

**Disclaimer: I do not own this story, Vixwell does. Vixwell nor I own MLP. All Vixwell owns is the story and the ideas, all I own is the story and ideas beyond chapter 5. **

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**Chapter 2 Act 1: 1st floor: Tutors**

"So Fluttershy..." Twilight began, "...What do you want to learn first?" she asked when they reached her door.

Fluttershy thought for a moment. "Well, what did you learn first?"

Twilight smiled. "Well, I began with picking stuff up, but I think you should start with channeling your energy... Let's see what the book says."

Fluttershy looked confused. "You mean there a book on this?"

Twilight laughed a bit. "Of course, there are lots of books on magic you must have never paid attention to them since they were no use to you." Fluttershy nodded. "Hold on, please." Twilight said, getting up. "I need to find it." She started walking around the library, looking on all the selves, then walked back. "Spike!" she called.

"What?" Spike replied, he sounded angry.

"Could you get the book on beginners' magic?"

"Where is it?" he grumbled.

"It should be on my bed." she chimed back.

"Why do you need it?" he asked, obviously finding it. "IS rarity here learning magic?" he was now happy and didn't wait for a response, he ran down the stairs. "Fluttershy? Why does she need this?" suddenly he gasped. "When, how, why, who? Aw, forget it., nice to see you're already up, Fluttershy." Spike said, trying to smile, but couldn't quite manage it.

Fluttershy frowned a bit. "Thanks Spike." she said. Spike then handed Twilight the book and ran back upstairs. "Does my horn still have blood on it, Twilight?" she asked, now worrying.

Twilight looked up at Fluttershy's horn. "No, it's mostly spotless." she said, smiling. "I think he just didn't expect to see such drastic changes. Come on, lets sit down." They both sat down at the same time, but, Fluttershy kept looking at the stairs Spike had gone up. "Now, let's begin trying to focusing your energy into your horn." That didn't take Fluttershy more than a second to focus. "I think we can skip the next step then..." Twilight said, skipping the next ten pages. "Step eleven, your first pick up..." Twilight picked up another book and put it in front of Fluttershy. "Now, instead of grunting, imagine something that would make you happy, Fluttershy." Fluttershy was still looking back at the stairwell, but nodded, hearing what Twilight said. She closed her eyes in thought and focused her energy.

"OW! WATCH IT, TWILIGHT!" Spike cried from upstairs. "No, seriously, stop it!" Fluttershy was grinning.

"Spike, I'm not doing that, now get down here and stop joking around." Spike came walking downstairs, when he reached the bottom, Twilight gasped. "What did you do?!"

Spike stood there with a black eye, a bleeding nose and a missing fang. "A book started flying around and **hit** me a few times."

"Sorry..." Fluttershy spoke up. "...I must have focused on the wrong book." Twilight giggled. "Hey Twilight, maybe you should send a note to Celestia about what happened. I mean, it does seem that Spike's attitude upset me and had **negative** consequences for him." she emphases on '**negative**', staring at Spike as she said it.

"Good idea, Fluttershy. Spike, take a note." Twilight said in her normal voice. "Dear princess-"

Fluttershy didn't pay attention, she was too busy looking through the book and became interested when she saw Control Fire. The box next to it, hadn't been checked. _So, Twilight hadn't completed it,_ she thought, _hum_.

"And that is how I learned not to judge a friend by their looks." Spike echoed, then took a breath in, Fluttershy grinned, Spike then released a ball of green fire, engulfing the note. "There, sent. Hey, do you smell burning hair?"

Twilight looked around. "Yea, I do. Where is it coming from?" Fluttershy coughed and pointed to her hair. "Fluttershy, your hair isn't on fire."

"I know, but, um, yours is..." Fluttershy said, giggling.

Twilight looked up and screamed. "WATER! I NEED WATER!" then ran out of the house and towards the towards the town square's fountain.

Fluttershy rolled on her back, laughing so hard, she cried. Spike walked over to her and sneered. "I think your lessons are done for today!" he pointed to the door.

Fluttershy immediately stopped laughing and looked at Spike. "Oh, I'm so, so, soooo sorry. I didn't mean for that to happen." she said in her normal, quiet voice. Spike just rolled his eyes. "Oh! Please don't tell Twilight, PLEEEASE, Spike!" she begged. He just turned away. "Now, you listen to me..." she sounded angry and very un-Fluttershy. "...You will take the rap or I'll have a nice, new dragon rug! Got it?" Fluttershy shrieked. Spike swallowed hard and nodded in agreement with her. "Now, I'll be off and I better not hear anything about this... Spike!" she said between that angry voice and the Fluttershy he knew. Spike didn't move, not at all. She just pranced out the door, slamming it behind her.

When she got outside, she felt light-headed and her legs and wings hurt a bit. What was all that about? she thought to herself. Then, she looked around to see what to do next. That had taken a good amount of time,but it would be another five hours before she began to feel tired. She looked over to the boutique and saw Rarity walk in. Now's as good a time as ever, she thought to herself.

**Chapter 2: Act 2: 2nd Floor: Fashion**

Rarity happily walked into her boutique, she pranced around all of her dresses, then went to her jewel box and started sorting them by size, she had a lot of small, but a few large ones, too. But, she never used those since they were so heavy on the weaver. She let out a sigh, then the bell above her door, rang. someone had come in. "I'll be with you in just a moment, dearie." she chimed down the stairs, she closed her box of jewels and grabbed and order form and raced downstairs. She expected to see Rainbow Dash or the Mayor or even Applebloom. But, there on the couch, was the mailpony, Derpy. Well, a least that's what everyone called her behind her back. Rarity frowned, then smiled again. "Have you come to pay for your last dress, dear?"

Derpy put her hoof to her chin. "I already did!" she smiled.

Rarity frowned, her last payment was a saddle pack full of muffins, though delicious, they can't pay the bills. "I'll just make a tab then..." Rarity put a piece of paper with the mailpony's name on the cork board. "...So, then what will it be today?"

Derpy put her hoof to her mouth again, in thought. While she was thinking, another ring of the bell occurred. Rarity looked over, hoping it was one of her friends, as luck had it, Fluttershy walked in, Rarity smiled. "Hi Fluttershy!" Rarity said happily. Fluttershy grinned at her and sat down on a chair adjacent to them.

"Oh, yea..." Derpy began, "...It's my birthday tomorrow and I wanted a special dress for it with lots of shinnies and long, I want it to be long." Rarity quickly drew up a dress on the order form, then showed it to Derpy. "Oh, that's pretty!" Derpy said in awe and Rarity smiled, then torn off another sheet one the back of the order form.

"This is your copy, hold on it so I know it's yours." Rarity said, still smiling as she handed the paper to the mailpony. "And I should have it done by tomorrow."

The mailpony smiled and then saluted in understanding, then started walking towards the door. "Um, excuse me Miss mailpony..." Fluttershy called to her and the pony gladly walked over. "Can I see what your dress will look like?" Derpy smiled and dropped the paper at Fluttershy's feet. Fluttershy picked it up, the top was covered in spit and most of the top writing had already gone away. But, she was right, the dress was nice. Fluttershy smiled and gave it back to Derpy. "Come over to my place tomorrow, I have something that'll wow that dress... You know, if your free." Derpy's smile grew even bigger.

"I'll be there, miss yellow pony!" and with that, Derpy flew up and rocketed out of the boutique.

"Fluttershy, I'm so glad you came. I've been thinking, maybe you're one of the ponies that can use one of my large jewels, given your larger stature." Rarity was working on another form.

"If it isn't much trouble, Rarity, could I have a dress that's kind of magic like, kind of like Twilight's." Rarity frowned a bit, then she crumbled up and threw away the paper. She found another form and began a new. "And maybe it could have a bit of an armored look."

Rarity smiled. "One step ahead of you, dearie..." she said, handing the paper to Fluttershy. "...I think you'll like it." Fluttershy looked at the paper, on it was a dress made almost to what Luna would wear. It had a crimson trim with a black filler and on her back would be chainmail holding the sides on her. Then, in the front would be two golden chains holding a large jewel, probably a diamond. And on her head would be a mask, pointing in the front and it would snake down to about her chest. "I decided 'evil sorceress' might look good on Equestrians' new and upcoming alicorn."

Fluttershy grew a large smile. "Oh, Rarity, I love it!" she ran over and hugged Rarity. Rarity hadn't expected Fluttershy to like it, but it was her dress. While Fluttershy hugged Rarity, she asked, "Would you mind if I stayed and chatted, while you worked on Derpy's dress?"

Rarity laughed a bit. "Only if you let me breathe." Fluttershy let go and Rarity took a deep breath. "I forgot what breathing feels like." she said with a smile "Now, let's go upstairs, I've got to get to work."

When they got upstairs, Fluttershy noticed it wasn't nearly as clean as it was in the showroom. Materials and paper were everywhere. "I've lost Sweetie Belle and Opal a few times in this mess." Rarity said with a disconcerting laugh. Fluttershy smiled and took a seat on some fabric. "So, Fluttershy..." Rarity said as she picked up some white fabric. "...What was it you wanted to talk about?"

Fluttershy blushed a bit. "Well, I've met a stallion who I really like and... I figured you could help me." Rarity looked up from the dress.

"Who is he, do I know him, and does he live in Ponyville?" Rarity asked very fast.

Fluttershy blushed some more. "His name is John Doe, and you don't know him, and he lives iiiiiiin Cloudsdale." Fluttershy said with an innocent smile.

Rarity frowned a bit, then went back to work. "Well, have you tried talking to him?"

Fluttershy made a bit of a whimpering noise. "You know I can't talk to new faces... It was hard enough to talk to Twilight when I first met her."

"True, true, i guess that's why you asked for a new dress." Rarity said, nodding her head. "Have you ever tried, you know, showing off around him, like swaying or posing?" Fluttershy didn't say anything, she was too deep in thought. "Well, that's what I'll do if I could still fly, you know a unicorn's horn doesn't add that much to pose with... But, if I had those beautiful wings..." Rarity began to swoon.

"If you had these wings, nopony except you would ever see another stallion." They both broke out into laughter.

"Now, Fluttershy, we both know that's already true, they're just hiding!" Rarity added in. "But no, in all seriousness, how could you two have met? You haven't gone to Cloudsdale in almost a year and there hasn't been any visitors to Ponyville in almost three months. Is it really a stallion?" Fluttershy looked towards Rarity and didn't say anything, she just whimpered a bit. "I'm sorry, dearie, I didn't mean to pry. I just am sometimes just too curious for my own good." she tried to make amends. It worked a little, but they didn't say anything for a long time.

"There, finished!" Rarity finally broke the silence. "Do you think Derpy will like it, Fluttershy?" It was plain white with many encrusted jewels and if flowed about two feet behind her.

Fluttershy smiled. "I think she'll love it, Rarity. Anyway, she can't be that hard to please." she chuckled.

Rarity was a bit shocked at Fluttershy. "Now, Fluttershy, that's no way to treat a pony, even if she is challenged. It's just not lady like."

Fluttershy stopped laughing. "Sorry Rarity, I just quite haven't been the same since yesterday."

Rarity smiled. "Don't worry, it's probably because your still trying to adjust to your new figure." Rarity looked glad that Fluttershy seemed to forgive her for being so blunt.

Then, it was Fluttershy's turn to smile, she looked out the window while Rarity gift wrapped Derpy's dress. "Rarity, it's getting late, I should go."

Rarity frowned a bit. "Well, if you think so..." but her face lit up again. "Though, don't come back here till I say, I got a surprise for you!" and with that, Rarity started walking downstairs. Fluttershy quickly got up and followed her.

"Thanks again, Rarity!" Fluttershy said as she left.

Rarity looked puzzled. "What ever for?"

Fluttershy turned around. "The talk, I think I'll go see them (?) tomorrow!"

Rarity walked in front of Fluttershy. "Just wait a moment..." Fluttershy stopped. "Don't go see this crush of yours until you see this present."

Fluttershy's face lit up with excitement. "I won't, Rarity!" she said gleefully. Rarity stepped out of her way and Fluttershy started walking again.

Fluttershy was just about to turn the corner when Rarity called, "Come back at five o' clock!" Fluttershy pretended not to hear her.

**Chapter 2 Act 3 : 3rd Floor: Fantasy & Truth**

"Oh, I wonder what the surprise could be!" Fluttershy exclaimed loudly. "Maybe it's just the dress I asked her to make? Or could it be who I was talking about and she's going to get them ready for me to talk to. Or maybe she misinterpreted what I said; maybe she thinks I'm into her!" Fluttershy broke out into laughter. When she finished laughing, she caught her breath and looked up and noticed the sun was already gone. _Celestia must be tired today_, she thought to herself. "Maybe I'll catch Luna flying around tonight, she does fly over here almost every night." Fluttershy explained to herself. "I mean, she uses dark magic and I've lately been thinking-"

"Thinking about what?" a voice came from behind her, making Fluttershy jump and lash out a ferocious kick. "Whoa, easy there!" the voice said. Fluttershy jumped around and focused her energy in her horn, preparing for who was there. Then, she stopped fighting and bowed.

"My deepest apologies your highness!" she quickly said, keeping her face low to the ground. She was basically kissing the dirt.

"Don't worry about it, I shouldn't have startled you like that." Luna said with a smile. Fluttershy stood back up and stared at Luna in shock. "My, I'm not used to not having to look down when taking." She laughed, then Fluttershy joined in. When they finally stopped, Luna spoke up again. "Now, what were you saying about my dark magic?" she sounded very serious, as if Fluttershy was an escaped convict.

"Just that, I've always wondered how to use it." Fluttershy replied in her normal, sheepishly voice. "Unless, that's a problem."

Luna smiled. "No, it not a big one, since you're an alicorn and the evil of using it can't overpower you. But, you can't learn much of it from books." Fluttershy nodded and was about to speak, when Luna started talking again. "In fact, the only way I learned the dark magic was from my sister. She knows much more than me." Luna said a bit angry. "I mean, I'm the princess of darkness, how can she know more than me?" Luna was now very angry. "And where does she get off, telling me I can't learn it all!" Fluttershy just smiled, listening very intently.

"If you'll bear with me, I may have a plan." Fluttershy said with the smile gone now. "If you tutored me in the spells, then Celestia might think your old or responsible enough to learn them."

Luna's face lit up. "That's not half bad, Fluttershy." Fluttershy smiled.

Fluttershy decided it was time to know. "Why did you visit me tonight, Luna?"

Luna looked up at the stars, then back down to Fluttershy. "I just heard about a new alicorn and I had to come and see. When I heard it was you, I came here as I had raised the moon." Luna smiled a little more. "In fact, the sun went down so early, because I begged my sister to let me raise the moon so I could see you." Luna chuckled.

Fluttershy blushed; they stood there quiet for a moment. "Luna, I love your nights, if you are taught those spells, could you teach me how to raise the night?" Luna stood there in awe, and then nodded in a yes a like fashion. Fluttershy yelped in glee.

"But **ONLY** if it works!" Luna said in a stern and unwavering voice. Now it was Fluttershy's turn to be silent. Luna took a deep breath, glad that Fluttershy accepted their terms. "I've got to get back to Canterlot and tell my sister I've got an apprentice of my own..." the word apprentice made Fluttershy's eye twitch. "...I'll be at your place next week for your lessons." And with that, Luna was gone. Fluttershy shouted in joy one last time. Then she flew home to catch some shut-eye, she was extremely tired again.

**20 minutes later**

When Fluttershy got home, it was how she left it, except for the smell of cake and the wagon tracks from the ambulance. Angel, her pet bunny, was already asleep and only a few owls were awake. She got inside and lay down on her sofa, where she fell asleep.

She woke up, back in the cloud area. This time, the clouds were darker and some were raining. Then, there was that soft call again, still calling her name. She walked though a rain cloud and she was at Rarity's boutique and there was Opal and Midnight, playing with each other. Fluttershy coughed and Midnight stood up. "I see your first day as an alicorn went well?" Fluttershy nodded, scared of the cat. "I must say, Rarity, she's so kind making that dress, nice design by the way. Say, that Spike and Pinkie, oh, they are not nearly as agreeable as her!" Midnight said, spitting.

"What about Princess Luna?" Fluttershy spoke softly.

"Well, I can tolerate her, but calling us an apprentice!" Midnight hissed.

"Us..." Fluttershy said, "There is no US; this is my body and you changed it!"

Midnight looked angry. "Then what made you want to learn magic? And what made you burn Twilight's mane, and what made you hit that dragon? You know he can see me and he doesn't like me! IT MAY BE YOUR BODY AND THEY MAY BE YOUR FRIENDS, BUT I CONTROL WHAT YOU DO!" Midnight was now yelling.

Fluttershy stared at him questioningly, she had been in control all day, but she had these ideas pop in her minds, then she gasped. "You don't control me, you just suggest idea's into me!"

Midnight looked angry. "Your kind is sometimes too smart for their own good. Let me help you forget that."

Suddenly, Fluttershy screamed in pain and she awoke from her dream, she looked up and saw the tip of her horn grow bigger and her wings did the same, she didn't dare look at her feet, but she guessed the same was happening to them. She got up and ran outside and yelled for Angel and he came running over. "QUICK, GO GET TWILIGHT, ANGEL!" she screamed, still in pain. Angel ran off down the trail to Ponyville. "Hurry." she mumbled.

Five minutes later

"Fluttershy!" yelled Twilight as she came running down the trail to Fluttershy's cottage. "Fluttershy!" she yelled again, when she reached the cottage. A small cry came from inside the house. Twilight ran in. "Fluttershy, where are you?" she said, catching her breath.

"O-over here." the sound came from the sofa. Twilight came over and slipped, the moon was just shining enough light for Twilight to see it was blood.

Twilight turned on a lamp near the couch. Then, put her hooves over her mouth so she didn't vomit. Fluttershy sat there crying from pain, her horn had easily grown twice as long as Twilight's, and her wings had grown about another three inches. Twilight couldn't tell how tall she was since Fluttershy was lying down. She was bleeding from these areas severely. "Quick, Angle, go get me some rags." Twilight said, now aware of the emergency. Twilight sat down next to Fluttershy and grabbed her hoof. "W-what happened, Fluttershy?" Fluttershy just sat there, crying. Angel returned with the rags and Twilight began to wipe the blood off Fluttershy's face.

Suddenly, Fluttershy screamed, "I CAN'T TELL YOU!" then she buried her face in pillows. Twilight just sat there, Rubbing Fluttershy's wings.

"Fluttershy, I'm worried..." Twilight began. "Please, just tell me what happened, I promise I won't tell anyone!" Twilight was talking as sternly as she could.

Fluttershy took her from the pillow. "Just ask Spike... he'll tell you..." Fluttershy put her head down again. "Tell him I said it was okay. But please, Twilight, don't tell anyone else, if you do, I don't know what will happen." Twilight looked down at her friend, then started to cry herself.

"Fluttershy, Spike... Spike died." Twilight said, now crying herself. "After you hit him with that book, he... he just collapsed... He was dead when I go back home!" Twilight started to sound mad. "Now he's gone, all because of **YOU**!" After that, Twilight stood up, her crying was subsiding. "I just thought you want to know." With that, Twilight ran out of the house and Fluttershy started crying again. While a voice in her head was soothing her with promises of revenge and anger.

Eventually, day break came. Fluttershy hadn't slept, her coat was matted with blood, along with her horn and wings. She got up and went to take a shower, when she heard a knock at the door. "Just a minute." she growled with all traces of the old Fluttershy gone.

**Chapter 2 Act 4: 4th Floor: Presents**

Fluttershy walked like a drunk from the lack of sleep, the events that happened, and combined with the fact she just didn't give a damn at this point. She opened the door, expecting some sort of law enforcement, but she was greeted by Derpy. "What do you want?" she asked angrily.

The mail pony looked at Fluttershy and forced a smile. "You told me to visit you today, miss yellow pony." she said, trying not to run away. "But it seems your busy today, so I'll-" Fluttershy cut her off.

"You know something, Derpy?" that was the first time anyone had called the mailpony Derpy to her face. "You gotten my mail to the wrong place more times than I count, you've annoyed me more times than I can count, in fact, you've crashed into me more times than I can count." Derpy was starting to back up, but Fluttershy followed her. "I just have one question for you…" Derpy nodded. "How does an elementary school drop-out keep a job, a life, and not wear a blue helmet? In fact, how are you not locked up as and danger to everyone including yourself?" Derpy didn't say anything, tears just welled up in her eyes and then she flew away. "DON'T COME BACK!" Fluttershy called after her and slammed her door. She walked over to her shower and started the water, before crying again.

**Twilight's Library**

A knock came from the door, then it flew open. "Is it true?!" Rarity exclaimed, but by the look on all of the ponies faces, she knew it was.

Rarity stood there in disbelief. "C'mon sugar, come pay your respects," Applejack said in a dead tone. In the middle of the circle of ponies, was a small casket, it was closed. Rarity walked over and put her head on the coffin.

"I always thought you were so cute, Spike…" Rarity started, sniffling. Applejack looked towards Twilight.

"Wher-" she started, but was cut off.

"She's not coming." Twilight said hurriedly.

"Why, Twi?" Applejack stuttered.

"I don't want to talk about it… Please, just… Just drop it." Twilight said, beginning to cry again.

Applejack walked over to Twilight and put her leg around her. "Don't worry, hum." Applejack tried to console her, but it didn't work. Applejack looked up towards Pinkie, who still had deflated hair. Pinkie just shrugged. There was another knock on the door, Applejack opened it. There was a royal pegasus standing there, but dressed in black.

"I'm here for Spike." he said gravely. Applejack pointed to the casket and he nodded. "Would the friends and family of the deceased like to carry him to the chariot?" Twilight and Rarity nodded, then grabbed the handles and carried him outside.

Once Spike was outside, Rainbow flew in. "I came as soon as I heard!" she said, out of breath. No one said anything for a minute.

"You're too late, Rainbow…" Twilight said on her way back in. "...he's already on his way to Canterlot." Twilight sat down on a seat and just stared out a window, when something caught her eye. It was Fluttershy, dressed in all black, walking towards the library. "Twilight got up. "Excuse me." she said, rage filled her voice, but no one caught it. Twilight walked outside and closed the door.

"Oh, Twilight…" Fluttershy began, "I just wanted to pay my respects, then I'll leave." Twilight walked closer and stamped her hoof.

"YOU'RE NOT GETTING ANY CLOSER!" Twilight yelled.

"Please, Twilight. I'll tell you what you want to know, if you let me see Spike." Fluttershy began to well up again.

Twilight just stared, never taking her eyes off Fluttershy. "I'll give you till the count of five to go back to your hole or I'll do to you what you did to Spike!" She yelled, but quieter this time, she looked like she meant every word.

Inside the library, Applejack was watching the confrontation, but she saw Twilight get ready to attack, she ran. "Quick! Everypony, Twilight's gonna do something she's gonna regret!" All her friends looked up towards Applejack, who was running for the door.

"2… 1… YOU'RE DONE FLUTTERSHY!" Twilight screamed, then started charging at Fluttershy, Fluttershy didn't have time to think, she just turned around and bucked and felt a contact, then nothing. When she regained herself, she was standing over Twilight, who was laying there, half dead.

"FLUTTERSHY, NO!" came a southern voice, then a rope wrapped around the alicorn and pulled her to the ground. Fluttershy saw Rarity and Pinkie run over to Twilight's side. Applejack just stepped on Fluttershy's head, holding her down. The world was slow and hazy as if it was a dream. Fluttershy saw Rarity run off back towards the house, Fluttershy guessed, then Pinkie ran to Fluttershy and yelled something to her. Fluttershy couldn't understand, her ears were ringing. She eventually faded out of consciousness, when she woke up, she was staring at another doctor. She heard the emergency noises, then she sat up and realized she was in another ambulance.

"No! I don't need to be saved! LET… ME… GO!" she screamed, when she finished the buckles holding her in place and she was free. She got up and bucked one of the doctors trying to restrain her. She opened the doors and flew out and up into the night sky. Was this your surprise, Rarity? Fluttershy thought to herself.

**Chapter 2 Act 5: Finale Floor: Lost and Found**

**Two weeks after Spike's funeral, Sugar Cube Corner**

"I still can't believe she's gone." Rainbow said quietly.

"None of us can, sugar." Applejack replied.

"If I ever get my hooves on that meanie evil pants, I don't know what I'll do." Pinkie said angrily.

"I just don't understand what made Fluttershy so… so un-Fluttershy." Rarity added.

"We may never know, but if I catch that vermin, I'll make her tell me!" Applejack was angry now, too.

"Am I the only one who remembers her for who she was?!" Rainbow burst out, then continued. "You all make threats and jokes of her now! But if I saw her, I'd hug her!" Rainbow looked down at the table. "I miss her so much…" Rainbow began to cry.

Applejack was about to yell at Rainbow, when Rarity stopped her. "Dear, you're forgetting you've known each other since they were foals!" Rarity said sternly, Applejack closed her mouth.

Mister and Misses Cake walked up to the girls. "I'm sorry to say, but we're closing, you have to leave now." They all nodded and got up, Pinkie stayed sitting.

"See ya tomorrow, Pinkie." Applejack said as she left, Pinkie just waved. When they got outside, they didn't need words, they just looked at each other and then started going home.

Rainbow Dash got home just after sunset. The sun had been setting earlier than usual since Twilight's funeral, though no one blamed Celestia. When Rainbow got to the door, there was an envelope in the crack. She picked it up and there was no name, address, or anything, just a stamp of three butterflies. Rainbow opened the envelope, inside was a note. It looked hastily drawn and had a few water stains. The note read…

_Greetings, Rainbow Dash,_

_I want to see you again. Meet me by the town square at midnight. Please, it's important._

_sincerely,_

It did have a name, just the three butterflies. "This can't be from who I think it is, can it?" Dash put the note down on the table and started walking towards the door. well, I can deny a friend, even if it isn't her. With that, Dash bolted out the door and began to fly towards the square, it wasn't even nine yet, but she wanted to be there when this mystery person arrived. Rainbow sat on a bench and watch as shops closed and everyone left until she was alone. She looked at the moon, it had to be midnight already. Rainbow got up and looked around. "Hello?" she yelled, a cat cried, but that was it. "Opal must be out again." she mumbled to herself, she turned around and ran into something fuzzy. "Hey, watch where you're going!" she exclaimed to the stranger. She got no reply, Rainbow looked at her eye level and didn't see a face, so she bowed. :"My deepest apologizes, Princess!" she was now embarrassed.

"Princess, not that's a title I could get use to." Rainbow looked up at the stranger's face.

"FLUTTERSHY!" she yelled in joy. "It is you!" she hugged her now giant friend. "I thought you had left forever!" Rainbow was now crying a bit.

Fluttershy smiled. "At least you still like me, Rainbow."

Rainbow stopped hugging her friend and looked at her new features. Fluttershy was easily three feet taller than Princess Celestia and her wings matched her body size. But her horn had grown about the length of rainbow's wing. "Somepony's grown." Rainbow said in shock.

Fluttershy blushed. "You like?" Rainbow nodded. "You want this look?" Rainbow nodded again. "Then come with me. It's so lonely out in that cold hard world. Since I can't go into any towns, I need someone to help me." Rainbow's smile immediately faded, Fluttershy noticed her sudden change in mood. "Oh, ow, my back!" Fluttershy suddenly cried in pain. "I've been sleeping on rough clouds or even on the ground lately." Rainbow's reaction suddenly changes, due to her friend in pain.

I- I guess you could stay at my place for a while." Rainbow suddenly said.

Fluttershy's face lit up. "Really, Dashie, you would let me do that?" she squealed.

Suddenly, there was a noise form the Sugar Cube Corner; it sounded like a door slamming. "Let's go before Pinkie see's you!" Rainbow said, already flying up. Fluttershy followed right behind her.

**Rainbow Dash's cloud**

Rainbow opened the door, then took a deep breath. "That was close." Fluttershy walked in with a bit of strut.

"Wow, Dash, it's a lot nicer than I remember!" Fluttershy said loudly, Rainbow walked beside her with a bit of a blush.

"Well, I did straighten up a bit." she said, trying to hide her blushing.

Fluttershy noticed the blushing. "What's got you blushing?"

Rainbow looked around to find another cause. Until Fluttershy's tail hit her flank. "Well, don't take this to offense, but… you." Fluttershy looked up and smiled. REALLY! THIS CAN'T BE TRUE! she yelled in her thoughts. Fluttershy's attention was dragged back by her friend talking. "It's just you've been more than a friend." Fluttershy nodded.

"I agree, truth be told, I've always had a bit of a crush on you too, Dashie." Dash looked up and smiled.

"So, that's why you came to me first?" she asked, excited now, Fluttershy nodded.

But then Fluttershy asked Rainbow in a serious voice this time. "So, will you come with me, not that you know my little secret?"

Rainbow, all of a sudden, looked intoxicated. "Why don't you ask me in the morning?" Suddenly, Fluttershy felt light-headed too and felt like she was drunk.

**Morning**

Fluttershy woke up in a rainbow fountain. "What happened last night?" Fluttershy looked around the room, it was trashed, some columns were broken and most of the windows smashed and not a single furniture was upright. She stood up, then she threw up. "God, what did happen?" She clumsily went up the stairs to Rainbow's room, where the pegasus had slept for the night. She was also covered in rainbows, too. Fluttershy fell on the bed and woke Rainbow. Rainbow smiled at Fluttershy, then yawned. But Fluttershy had a question above all others. "Will you join me, Dashie?"


	4. A New Kind of Friendship

**Disclaimer: I do not own this story, Vixwell does. Vixwell nor I own MLP. All Vixwell owns is the story and the ideas, all I own is the story and ideas beyond chapter 5. **

* * *

**Chapter 3 Act 1: A new kind of friendship**

Dash got up from the bed and began pace. "Well, I-" Rainbow was stopped by a loud knock on her front door. "I better go get that!" she said and ran down before Fluttershy could answer.

Rainbow opened the door and was greeted by Pinkie, who was sitting in her hot air balloon. "DASH!" she yelled, "HOW COULD YOU!" Rainbow backed away from the door. "BRING THAT MURDEROUS MEANINE OUT HERE, RIGHT NOW!" Rainbow didn't say anything, she just slammed her door and ran back upstairs.

"Something wrong, Dash?" Fluttershy asked innocently.

"Pinkie's outside, she saw us last night!" Dash said, while pacing around the room.

Fluttershy grew angry. "Come on, Dash, don't let that pink fur ball intimidate you!" Dash looked at her rainbow covered friend. "Go out there and force her to keep her mouth shut!"

Dash nodded and walked out of the room. Fluttershy eventually got close enough to the door to hear the two argue.

"PINKIE!" yelled Dash, "Keep your mouth shut of I'll use your tail to keep it shut!"

For a moment, there was no noise, then Pinkie started to cry. "How could you side with her, Dash. You're the element of loyalty, yet look, you siding with her because. Why?" Pinkie continued to cry.

"Pinkie, it's more than that, I'm not sure you can understand, but you don't have to. Tomorrow we're gone." With that, Dash closed the door on the crying earth pony and Dash started to cry, but Fluttershy walked over to her.

"I'm glad you chose me, Dashie." Rainbow smiled at Fluttershy and tried to hug her, but Fluttershy stopped her hug with a kiss. And they both seemed to forget all of their troubles.

**Half an hour later, back at Rainbow's room**

"What should I pack, Fluttershy?" Rainbow asked, bringing out a suitcase.

Fluttershy stared out the window. "Well, a dress and that should be good."

Rainbow looked around. "All I have is the one from the Gala." she said sadly.

Fluttershy looked at her new apprentice. "No matter, we'll be stopping by Rarity's before we go."

Rainbow looked confused. "What for?"

Fluttershy smiled. "My dress, of course." she giggled and Rainbow joined in.

When they finished laughing, Rainbow looked at Fluttershy's horn. "How do I get one of those?"

Fluttershy frowned a bit. "You'll see in due time, for now, let's get go surprise Rarity." Fluttershy didn't wait for a response, she was already out the door and at the top of her stairs, Rainbow quickly followed.

They reached the front door and still heard sobbing. "Maybe we shouldn't go outside yet." dash said, scared a bit.

Fluttershy smiled. "If you want to be good as me, you have to do stuff you're not going to want to do." With that, Fluttershy threw the door open.

"YOU!" screamed Pinkie, the second the door was open. "YOU'RE THE REASON SHE'S DEAD!" Pinkie was trying to reach Fluttershy from the balloon basket.

"So, you've seen my handy work? Well, I knew I was famous around here, but to be noticed for my work, is an honor." Fluttershy said sarcastically, but Pinkie just kept reaching for Fluttershy with pure anger all over her face. "Pinkie, would you be a kind fan and move that piece of junk before something happens that you'll regret." Pinkie stopped reaching for Fluttershy and sat there.

"Like what?" she said in a pouting voice.

"Oh, I don't know, maybe something to do with that little green thing you call a pet, or maybe it could deal with the Cakes, but like I said, I don't know." Fluttershy smiled at Pinkie's reaction.

"You… You wouldn't, would you?" she asked in tears welling in her eyes again. Fluttershy didn't say anything, she just stared at Pinkie. Eventually, Pinkie nodded and moved the balloon, enough for them to pass. Fluttershy's smile grew and Dash started smiling, too. Fluttershy waved her head forward and took off. Dash followed suit, only to be grabbed by Pinkie at the last second. "Please!" she yelled.

"Wait up a second, Fluttershy." Dash yelled. "Pinkie, I don't want to hurt you!" Dash said softly but quietly. Pinkie didn't let up.

"Come on, Dash, I want to get there before she opens!" Fluttershy yelled.

""Pinkie!" Dash yelled; then flew up, lifting her out of the basket. "This is your last chance!" Dash continued. Pinkie shook her head. "1…" Dash began to count. "2…" she lifted her free back leg. "3!" she kicked Pinkie off and she missed the basket and plummeted into a small pond on the ground under Dash's house. At first, Dash wanted to go see if she was okay, but then she just flew off, smiling from the rush of being so horribly mean.

**Five minutes later at Rarity's boutique**

Rarity sighed as she put Fluttershy's dress away. "It would've made a lovely surprise." she walked upstairs and began to work on a new dress, when the bell on the door rang. "I'll be there in a moment!" she yelled downstairs.

"You sure you can't spare a moment for a friend, Rarity?" shouted Rainbow.

"I told you I'd be down in a moment!" Rarity said on the last few stairs. Rainbow blushed.

"So, do you have a moment?" asked Fluttershy from behind Rarity.

"WHAT!" she screamed, then ran toward the front door, but she was blocked by Rainbow.

"Rarity, I came here to ask if you could give me my dress and make Rainbow a new one? Oh, and have you seen a black cat?" Rarity pointed to the corner of the room and Fluttershy ran over to Midnight.

"What is she doing here?" Rarity whispered to Rainbow.

Rainbow just smiled. "Don't worry, we'll be gone before anyone else comes in." Rarity worried a bit more, then turned around.

"Fluttershy," Rarity began, "I'll make your dresses, just please don't hurt me!" Fluttershy walked over to Rarity.

"I'm hurt you would say such a thing, Rarity!" Fluttershy picked up some scissors with her horn and walked towards Rarity. "It's very un-lady like!" Fluttershy thrust the scissors less than an inch from Rarity's eye. She just stood there, stricken in fear. Fluttershy dropped the scissors. "Now, I trust you won't tell anyone?" Rarity nodded and Fluttershy smiled. Rainbow joined in the fun with an even bigger smile.

"Good, we'll be here tomorrow after closing." Rainbow said, still smiling. Fluttershy nodded to Midnight and he jumped on her back and trotted out with Rainbow on her heels.

Rarity stood there in awe for a minute, when she ran upstairs and started on the new dresses.

"I think you're ready!" Fluttershy said gleefully. "Though, let's do this in private… say my place?"

"Now?" Rainbow asked.

"Yep, now!" Fluttershy finished and Rainbow just started stamping her hooves in joy.

"Then what are we waiting for?" Rainbow said as she flew up.

"You!" Fluttershy said as she flew past Rainbow.

**About 5 minutes later, Fluttershy's cottage**

The yard was desolate and barren, all the animals had left, even Angel. Fluttershy's windows were boarded up and the door had a chain, holding it to the wall. "Home sweet home…" Fluttershy said as she entered. It looked even creepier as they went inside the house. It was dark and covered in plastic and it smelled like a bunch of different chemicals. But neither of them noticed, they were too happy with each other to care.

"So…" Rainbow began. "How do we do this?"

Fluttershy frowned. "This may hurt and don't expect it to happen over one night." Then she nodded and Midnight leapt down off Fluttershy's back and walked over to Rainbow and started licking his paw.

Rainbow looked at the cat, then back at Fluttershy. "Your joking right?" Fluttershy just stood there, staring at Rainbow. "Why he couldn't hurt a fl-" she was cut off by a pain in her foot. "OW! The little bastard cut me!"

Fluttershy smiled. "Now, this may get a bit scary, but think of me and I'll help you." she said as Rainbow fell to the floor. Rainbow was trying to stay awake, but couldn't keep her eyes open. She closed them, then she felt Fluttershy lie down next to her and start singing a soft song as Dash fell asleep.

Fluttershy smiled, then got back up. "This may get messy… I better get some rags!" she happily walked in her kitchen, still humming the lullaby.

**Chapter 3 Act 2: Over the Rainbow**

Dash woke up to the sound of flapping wings. when she opened her eyes, she was flying. "DASH! WHICH WAY?" yelled a familiar voice from behind her. It was in of the Wonderbolts. "WHICH WAY!" he yelled again, Dash looked in front and there was two cloud formations; one was a puffy, white, soft looking and then another dark, thick, rain cloud.

"THE RAIN CLOUD!" she yelled, looking back, only to see he was gone. She looked forward again and ran into a tree, but not just any tree, it was Twilight's tree.

On the door, read a sign saying open. Dash looked at the sign funny. "Open?" she said aloud, confused. She got up and walked inside and called for someone, no one answered. But she knew somepony was in there with her, because of a soft crying. Rainbow walked upstairs and saw Applejack, sitting at Twilight's desk. Rainbow walked over to her and saw a picture over Applejack's shoulder. The picture The picture frame had two pictures inside it; on top was a picture of the six playing happily together and the bottom was of Applejack's sister, brother, and grandmother all making silly faces at the camera. On the side of the picture was a burn mark.

Suddenly, Applejack's head shot up and she got up and walked down stairs, not noticing Rainbow, as she followed Applejack downstairs. When she hit the bottom stairs, she was inside the royal palace's treasury. Gold and other precious items were stacked as high as she could see. She walked back from the vault and went up the stairs looking behind her, hoping to see Applejack again.

Only this time, Dash wasn't in the library. She was in Sugar Cube Corner, where Mister and Misses Cake were sitting at a table, wearing all black. Rainbow went up the stairs behind the Cake's. This time the scene didn't change, she was still in Sugar Cube Corner, she had just walked up the stairs and was now staring at Pinkie's room. Dash opened it and saw the room empty except for a few boxes and a hole in the wall. Rainbow backed up and tripped down the stairs, but before she hit the bottom of the stairs, she was flying again.

"WHICH WAY!" yelled another voice, Rainbow looked behind her and saw Midnight. Rainbow screamed and closed her eyes. About five minutes later, she opened them again and she was in Canterlot's Town Square, staring at the Royal Guards. They were at the ready, about to attack. Rainbow backed up and the guards followed her. Suddenly, one leaped forwards toward Rainbow and she closed her eyes. When nothing hit, she opened them, all were dead or dying. She looked towards the fountain in the very center, it ran with blood, then she saw Midnight drinking from the fountain's edge. "Very impressive!" she started. "Fluttershy was right about you, you will make a good caretaker!" Rainbow didn't say anything. "You know this will become common, so you shouldn't fight it." Rainbow just kept staring at Midnight. "Not very talkative, are you? Oh well." she said with a sigh, then started coughing. Rainbow heard the sound of cracking bones, or was it wood? It didn't matter, because she was too busy with the massive cat creature that was now in front of her. It walked closer to Rainbow, she wanted to scream, but she couldn't open her mouth. Finally, the creature reached her. "WHAT? YOU WON'T EVEN SCREAM FOR ME!" he roared and it's roar shook the earth she stood on. "Fine!" it said. The creature started getting closer to her face. When it's slimy face was touching her's, it lunged at her and started seeping into Rainbow's eyes, it felt like fire. Now, she started screaming in pain, then she was choking, as the cat creature started entering through her mouth.

She laid down, accepting defeat and in about a minute, the creature had finally stopped whatever it was doing to her. She let out another scream of pain, this time, waking up. Her head felt like it was just hit by an anvil and wings felt as if they were put on the rack. She felt a soothing touch on her back though all the pain. She heard Fluttershy singing and felt her hugging Dash. Fluttershy was singing her famous lullaby to Rainbow, during the worst pain Rainbow had ever experienced.

"Hush now, quiet now, it's time to lay your sleepy head…" Rainbow could never hear the end, she had already fallen asleep again, even though she was so much in pain.

Thank you, Flut-ter…" she drifted back into sleep and Fluttershy just smiled.

**Chapter 3 Act 3: Appointments**

"Well that was interesting last night!" Rainbow Dash woke up to a voice echoing through the empty house. Dash looked around and realized she was in a bed. _Fluttershy must have moved me here last night!_ Rainbow thought to herself. She got up and looked out the window, it was almost noon by the look of the sun. Suddenly, a loud meow came from behind Rainbow and she turned around.

"Was that you talking!" she said in a scared voice, Midnight licked his paw then opened his mouth.

"Of course it was me, Dashie!" Fluttershy cheerfully said as she entered the room. Rainbow jumped again, seeing her friend covered in blood, again. Fluttershy looked at her oddly. "You don't remember?"

"R-remember what?" Dash replied, Fluttershy didn't say anything, she just picked up a mirror and showed Rainbow. "Is that, a- and those my!" Fluttershy nodded and Rainbow let out a squeal of joy. "FLUTTERSHY, THANK YOU SO MUCH!" Dash ran over and gave her a hug, not caring about the blood on Fluttershy.

"Just to tell you, Dashie..." Rainbow looked at her friend. "...It's your blood." Dash sat there for a second and it all came back to her.

Dash had woken up around sunset yesterday in pain, it was like she was hit by Celestia's horn while doing a Sonic Rainboom. It had been like no other pain, not only physically, but it was like she was also living every bad experience from the time she fell and broke her wing as a filly to when one of her friends died when she was a mare. Suddenly, Rainbow thought of Twilight and how she died and she realized she didn't care as long as it wasn't her or Fluttershy, she didn't care. Dash looked up at her friend who understood how she felt. "I think you should know why you feel this way..."

**Three hours later, Rarity's boutique**

"One last stitch annnnd, DONE!" Rarity announced to Sweetie Belle. "That's how you make a dress, Sweetie Belle! Sweetie Belle?" Rarity turned around behind her and saw Sweetie Belle had fallen asleep on some fabric. Rarity smiled, then walked over and nudged her. "Come on, wake up dearie, your friends will be here any second to get you for Applebloom's slumber party." Sweetie Belle woke up, smiling from the kindness in Rarity's voice.

But Rarity, it's here tonight." Rarity shot her head up.

"NO, no, no, I'm too busy! Go stay with Scootaloo!" Rarity demanded.

"But her parents are out-of-town!" Sweetie Belle protested.

"Then go stay with Applebloom!" Rarity said, now calming down.

"But the reason she's over here is because Applejack said she had some company over tonight and she needed some..." Sweetie Belle tried to sound out the word. "Sun-tiu-al time alone."

Rarity frowned. "Sensual and tell her no guy friends tonight!" Rarity was now speaking fast again. Then there was a knock on the door.

I'll get it!" Sweetie said, already running down the stairs. Rarity chased after her. Rarity was just about to turn the corner when she heard a grim voice.

"Is she ready?" it said.

"Well, for what?" Sweetie asked.

"THE CUTIE MARK CRUSADERS SLEEPOVER!" they all yelled happily, Rarity turned the corner to stop them from coming in, but she was too late, they were already trying to hogtie Opal.

"Girls?" Rarity said. "Girls?" she said louder. "GIRLS!" she finally yelled, they all stopped dead in their tracks. "Please, I am busy tonight, go stay with Applejack and her colt friend."

Applebloom spoke up. "We can't, Rarity, my sister locked the door behind me." That meant there was only one other place to go, Pinkie's house and she hasn't been herself, she always seemed to be angry or sad. Just nothing a child should see.

"Well, I..." Rarity started. "I guess you can." she said reluctantly, they let out a cheer of joy. "Just do as I say this one time! Please it's very important!" They all nodded in agreement with Rarity, then they chased Opal again. "Al least they'll be safe." Rarity whispered.

**Chapter 3 Act 4: Chicago's History**

Disclaimer: This act can get a little dirty. If you do not care for such things, please skip it. Sorry for the inconvenience.

Rainbow Dash sat on the bed in awe. "A- are you sure that's how it'll be, Fluttershy?" she nodded solemnly. "Well, at least it's with you!" Dash said cheerfully and forcing a smile. Fluttershy returned the smile, then gave Dash a kiss on her cheek.

"Our dresses should be ready by now." Fluttershy said, not breaking her eye contact with Rainbow. Dash just blushed, then got up and almost fell over, still not used to how her body had changed.

"Alright then, Fluttershy, let's pay a visit to Rarity!" They both walked down the stairs and past the kitchen, Rainbow walked in there. "Actually, Fluttershy, why don't you go ahead? I'll make a thank you gift for Rarity."

"Da-" Fluttershy was cut off by one of Rainbow's kisses. Fluttershy forgot what she was saying or even doing, she just closed her eyes and paid attention to her friend. After what seemed to them like an eternity, Rainbow finally broke the kiss. Fluttershy backed up a bit and stood there with her eyes still closed.

"Please..." Rainbow said to her overwhelmed friend. She didn't say anything, she just nodded and walked lazily out her door. Rainbow turned around and ran to underneath her sink and picked up a long bottle. "It's that rainy day!" she said happily.

**Meanwhile at the boutique**

"Now, girls, please listen, I've got Fluttershy and Rainbow Da-" Rarity was cut off by Scootaloo jumping around, yelling in joy. "SCOOTALOO, SIT!" Rarity yelled in a very stern and harsh voice. She immediately stopped and sat behind Sweetie Belle. She looked at the other fillies, then continued. "Dash and they're not feeling well, not WELL at all, so I'm going to give them their dresses and your all going to stay in my room and play hide and seek. and when I get up there, I'll find you all." The three looked excited, then confused.

"If they're not feeling well, why are we playing hide and seek?" Sweetie Belle asked.

"Yea!" Scootaloo added.

"We should make them some soup!" Applebloom said, randomly.

"YEA, SOUP MAKING CUTIE MARKS!" the other two yelled.

Rarity took it all in for a second, then yelled. "NO, THEY'RE VERY SICK! I DON'T WANT-" Rarity stopped in mid-sentence since they were all bowing. "I'm glad you see it my way!" Rarity finished in a huff, after a minute no one said anything. "Well, what are you still bowing for?" Sweetie pointed behind Rarity. Rarity swallowed hard, then turned around and was greeted by a long pink mane in her face. She suddenly backed up, pushing the fillies back with her.

"Who's very sick, Rarity?" Fluttershy said slyly, but smiling all the while. "Oh, it doesn't matter. It seems you have the Crusaders tonight." Rarity didn't say anything, she just started pushing the terrified fillies upstairs. Fluttershy just kept smiling as she did, once Scootaloo had finally moved and gone upstairs, Rarity walked to Fluttershy and jumped up, putting her two front legs on Fluttershy's chest.

"You can scare me, but don't you ever scare them again!" Rarity sounded furious, but kept her voice down. Fluttershy just chuckled a bit, then walked backwards, making Rarity lose her balance and fall on her face. That's when Fluttershy lost it and broke out laughing. Rarity got up, her nose was bleeding. "Yes, ha, ha, ha, very funny. Now, can you just get your dresses and leave?" Now she sounded annoyed, Fluttershy stopped laughing and nodded. Rarity walked over to a chest and picked it up using magic. "That'll be tow hundred forty bits." Rarity said.

"Oh sure, Rarity!" Fluttershy turned around and then moved the chest with her magic, then bucked Rarity in the chest. Rarity flew backwards and hit the wall. "Keep the change." Fluttershy said as she walked outside. She bucked the door closed. When she did that, the handle broke, she smiled at her handiwork and at Rainbow, finally arriving with a bottle in her mouth. "What are you going to to do with that, Dash?" Fluttershy asked confused.

Rainbow put the bottle down and kissed Fluttershy again. "Wait and see dear, wait and see." Rainbow pulled out a book, one that Fluttershy recognized, then smiled. Rainbow focused on the book, then the bottle. Suddenly, the rag that had been stuffed in the opening, lit ablaze. Rainbow picked it up and threw it at the boutique. The wall caught fire and the fire quickly spread. In a mere matter of minutes, the whole house was ablaze and the fire was spreading to the trees and such. Rainbow turned around, then heard screaming, she turned back towards the blaze and saw scootaloo with her head out the window. She was screaming for Rainbow and behind her, Rainbow barely saw Applebloom, she was screaming too, but not like Scootaloo, she was screaming because her mane was on fire. Fluttershy just stood there in awe of what her apprentice had done, after all, it was only day one.

Rainbow suddenly collapsed to the ground, crying. Fluttershy knew what was happening, she walked over to Dash and pulled her face up so they could meet eyes. Then Fluttershy picked her up with her magic and kissed her. This time, Dash was caught off guard and melted, after about five minutes, Fluttershy broke the kiss and stared back at the fire. Scootaloo was gone and so was the top floor. Rainbow started flying on her own. "Fluttershy?" she turned her attention back to her friend. "Can we spend one more night in my room?" Rainbow said, blushing. Fluttershy nodded, then kissed her on the cheek. Rainbow let out a sigh and flew lazily back home, not noticing the wild fire she had started.

**The next day, about two in the morning**

Rainbow laid next to Fluttershy, covered in rainbows again, this time she knew what happened. Dash let out a sigh of relief. "You know something, Fluttershy?" Fluttershy woke up a bit. "A mare could get used to this!" Fluttershy clung a cloud pillow on top of Dash, while making an angry grunting noise. "Sorry hun." Dash laid there and slowly drifted back to sleep, dreaming of the best sleepover she ever had that night.

Next, Fluttershy woke up about an hour later, finding she was covered in rainbows again. "Damn, that girl loves those fountains!" Fluttershy whispered. She got up and walked around the dark house, leaving a glowing trail of rainbows. She went to the kitchen and noticed the cupboards open, inside was a bunch of different liquors. Rainbow had flown across the world before, so Fluttershy guessed it made sense for Rainbow to have all this. Fluttershy smiled and grabbed a small bottle and tasted it, immediately spitting it back out. "CELESTIA, THAT'S STRONG!" she yelled. she put the cap back on and grabbed a bottle of wine and walked back upstairs. She walked into the room quietly, so as not to wake the lusty pegasus. She put the bottle on the nightstand and fell back asleep. The best she could do anyway, since Dash was moaning and kicking.


	5. History in the Making Part 1

**Disclaimer: I do not own this story, Vixwell does. Vixwell nor I own MLP. All Vixwell owns is the story and the ideas, all I own is the story and ideas beyond chapter 5.**

* * *

**Chapter 4 act 1: History in the making**

Rainbow woke up and rubbed her eyes as the sun came in through the window. She groaned as she got up. "What a night!" She said to herself, Rainbow expected to be shushed by Fluttershy, but she wasn't in the bed with her. Rainbow looked over where she should be, where she slept in still had some rainbows. Rainbow rolled over on that side of the bed, then stretched out. Then she noticed something, she could barely see the tip of her horn. She stretched out her wings and bumped a bottle on the nightstand. "I guess its true when they say ponies grow in their sleep." She suddenly remembered she had knocked over the bottle and she faced it on the table, it was a half empty bottle of wine with a wine glass about a quarter full. She picked up the glass and drank a bit, then noticed there was a note stuck to the bottom. She picked it off then put the glass back down. She just kept thinking how weird this day had been so far as she opened the note. On the top it had a little heart, then read:

_Rainbow, I'm going to Cloudsdale today, don't worry about me, I'll be fine I just thought I should take care of a few loose ends, and I promise it's not anything like last night. I just wanted to show my parents who I've become. Sincerely: Fluttershy_

_P.S. Go see Zecora, I think somethings wrong with you since you didn't feel any pain with your last growth. She won't tell anyone about your visit I promise._

On the end of the note was another little heart, Rainbow smiled then got up. "Well this is going to be different!" she said happily as she walked towards her bedroom door, she stopped and looked at herself, she had some blood on her from her growth. "Though, maybe I should take a shower first." she giggled.

**Meanwhile at Cloudsdale**

Fluttershy put her hoof down ever so softly in front of her parent's home. When she had fallen off the cloud that one day, she hadn't been back here. It was in pristine condition when she fell, now it was a little more than a run down shack. Most of the windows were sealed up and the front had a lot of unmarked bottles around it. Fluttershy took a deep breath then walked up to the door, when she was there she smiled, then knocked. At first there was no reply, so she knocked again, this time, the door flew open and a red pegasus opened the door. "Mom?" Fluttershy asked uncertainly. The red pegasus frowned.

"Herald, it's for you!" she yelled inside the house and looked back towards Fluttershy. "So... he did get with the Princess then, huh?" she asked rudely.

Fluttershy stood there and looked at her funny. "Well actually-" she was cut off by another pegasus pushing the red one out-of-the-way lazily.

"I promise I'll have the bits next week!" He fell to his knees bowing "I just thought it would work!" he slowly opened his eye.

"Dad?" Fluttershy asked sheepishly.

Suddenly the man jumped up. "FLUTTERSHY!" he yelled. "I thought I'd never see you again!" he took a step back and examined his daughter. "you've grown since the great cloud race!" Fluttershy smiled, then frowned.

"Where's mom?" her father looked towards his hooves.

"S- she passed almost a week ago." he said solemnly, Fluttershy just stood there her expression not changing. "She said she was sorry for something." Fluttershy smiled, then started walking away from the house and her crying father. "Fluttershy, wait!" her father cried from the door step. She stopped. "Why aren't you shocked?" Fluttershy turned around.

"A song from the midnight told me my most hated would die soon." Her father stared in awe and began to ask why "She taught me how to hate everything about myself... BUT, NOW I'VE GOT MY NEW BODY AND SHE CAN'T HAVE IT!" Fluttershy suddenly yelled, starting to cry. When she said that, her father stopped crying and realized what happened, he just bowed his head understanding.

"Honey I- I wish you told me... I- I'm sorry." he began to cry again. Fluttershy just turned around and started walking away from the home

**Half and hour later Cloudsdale weather factories**

Fluttershy wiped away the last of her tears and looked up. She had apparently walked to the rainbow factory and not even noticed. She walked up to the guard at the door. "Fluttershy?" A familiar voice said underneath the white helmet, she looked over and frowned. "It's me Billy!" He lifted the helmet to revel his white mane and blue eyes. "Remember flight school?" Fluttershy nodded. "What happened to you?" Fluttershy just ignored him and began to walk in. Billy stopped her with his wing like a royal guard. "Sorry Fluttercry, no ones allowed in." just the mention of her old nickname infuriated her, but she hid it.

"Why?" she asked in her normal tone.

"Both princess's are here today and the boss want this to go off without a hitch." he said, lowering his wing knowing he won. Fluttershy nodded and walked away then turned the corner around the factory she looked for an opening and found one.

Billy was right, they were in there and standing next to the fresh batch of rainbows. Fluttershy grinned at that and used her magic to loosen a bolt, causing the pot of hot rainbow to spill onto the both of them. Luna ran the second it hit her, but Celestia stood there and took the front of it. Once the last of the pot had emptied, Fluttershy saw what she thought was impossible, Celestia screamed, though, she couldn't hear what she was saying. All Fluttershy saw was the manager slowly crouch and try to pretend he wasn't there. Fluttershy burst out laughing and couldn't stop, until she was confronted by Luna. "I thought I recognized your aura!" she said, almost yelling. Fluttershy saw the usually dark alicorn covered in rainbow and burst out laughing again. "Yes, yes very funny. GUARDS!" she suddenly yelled. Fluttershy's eyes grew then she teleported away from the situation.

One of the guards arrived just as she teleported "Yes your majesty?"

"Put out and alert for another alicorn, I want her in the castle yesterday!" The guard bowed, then flew off. "I wonder what happened to the poor girl?" Luna sighed to herself.

**Chapter 4 act 2: Zecora's prophecy **

Rainbow flew under the constantly raining cloud in her home and stood there happily. She had it imported from the tropics just for the warm water. Then she frowned a bit realizing she was leaving her home for the last time ever, after this shower. She walked from under the cloud and shook herself dry. Then, she left locking her door and then smiling "I've got a new life now!" with that, she flew towards the Everfree Forest.

As she flew over, she noticed a lot of it was burned or still burning. Her little show at the boutique apparently started a whole blaze. It hadn't gotten very far in, before the pegasus ponies stopped it, but it still had done a lot of damage. Then Rainbow saw a brown splotch moving through a clearing and Rainbow smiled. "ZECRORA!" she yelled and the splotch stopped moving. Rainbow flew down next to her, but she didn't turn around. "Fluttershy told me to come see you?" Zecora nodded and she started walking, Rainbow followed.

"It's nice to see so many pegasi ponies coming to me, I just wish their hearts were free." She said in her normal rhyming tone.

Rainbow tilted her head, she assumed Zecora was talking about their little relationship. "I'm not here for dating advice, I'm here because something might be wrong with me."

"I know big cyan one, your little friend told me all, but I was not talking about your assumed love." She said walking a little faster now.

"Really? Then what do you mean?" Rainbow, said even more confused now.

"I mean your mind young one, it's all warped up in your own fantasies, so you don't see what really happens!" Zecora was now at a full gallop and Rainbow had to fly to keep up.

Suddenly Zecora stopped and Rainbow flew ahead a bit. "My young confused one, you are not enslaved, you still have your mind able to be free, but you choose not to, for fear your friend shall not stay by your side! Tell me what does your heart say?" Zecora was almost shouting at the end.

Rainbow stopped for a minute and thought. "I-it says to see if Applejack and Pinkie are okay."

"But what does your mind say?" Zecora had calmed down now.

"To stay with Fluttershy and that cat... By any means." Rainbow said, now feeling an unbearable amount of pain in her wings, legs and horn "IS THIS THE REMEDY!" She screamed in pain.

Zecora stood over Dash as she fell to the ground "Yes, but be warned in your future lies, love, pain, and deceit. I see all lead to a bad end and all lead to your heart's content, but at the cost of other hearts and other lives." With that, Zecora ran away, in truth, they were nowhere near her home and Rainbow knew it.

Dash eventually slipped from conciseness, when she awoke, she was just landing on a cloud not to far from Cloudsdale. _How did I get here?_ She wondered. Just then, a light meow came from Dash's flank, she looked and saw Midnight licking his paw again. _I guess, I'm heading to Fluttershy?_ She thought as she flew up.

** Chapter 4 act 3: Inglorious Revenge **

Fluttershy had stayed up all night waiting for Dash to arrive, she had to teleported three times to evade capture and fight off a few guards who took her by surprise. "If that rainbow lovin' fleabag doesn't show up soon, I'm gone." No sooner than she said that, Rainbow landed in the town square, Fluttershy ran over and hugged her "I'm glad you made it!" Rainbow was about to speak, when Midnight meowed and Fluttershy turned all attention away from Rainbow. "OH MIDNIGHT! You came here too? Just for me! Oh, I love you!" Fluttershy picked up the cat and nuzzled him.

"So I went and saw Zecora. Like you suggested." Fluttershy turned back to Rainbow. "She said some weird stuff, but I think everything's alright, I just feel the pain later..." Rainbow looked at her hooves and Fluttershy kissed her on the cheek.

"I knew you were alright!" Fluttershy said happily, then frowned when a pony came up to them. It was Billy again, this time he was crying.

He stopped in front of Rainbow, who was only a few feet taller than him. "Stupid boss, it wasn't my fault that Fluttercry knocked over the vat of rainbow! WAS IT?" He looked up at Rainbow with anger on his face, then it stopped and it was replaced with fear. "R-Rainbow Dash? F-F-Fluttershy? What are you doing here?"

Fluttershy smiled at him. "I think the better question is what are you doing here aren't you supposed to be guarding that factory?"

He maned up and stared at her "Thanks to you, they fired me!" Fluttershy let out a small laugh. "OH, you think this is funny!" he continued. "What am I going to do for my filly! Work around here is so hard to find and now that my boss won't even recommend me, I'm going to have to move!" Fluttershy suddenly grew a smile.

"Wanna fight about?" She asked calmly.

Fluttershy knew the answer and she took a fighting stance, wings spread and horn down. "Come at me anytime!" The enraged stallion didn't think clearly, so he took her up on the offer and charged. He had no effect, Fluttershy just swiped him from his side, knocking him on the cloud. She took the stance again. "Are you angry or are you just trying to dance?" He got back up, fire behind his eyes ,this time he took to the skies, flying up and coming straight back down. He hit her, but just bounced off, cracking his neck in the process. He let out a yelp in pain as he landed on his side again. "Fine I'll fight then!" Fluttershy said eagerly, she calmly walked over and placed her hoof on his leg and with a little pressure, snapped it like a twig. He screamed out in pain, and a few lights around them turned on, some ponies obviously being awoken by the blood curdling screams. Fluttershy smiled again and went to his wing, she placed her hoof down calmly then pushed, popping the wing out of the socket. Billy let out another scream in pain, now a few ponies had gathered around the fight, most watching in horror, a few looking for help.

Rainbow leaned over to Fluttershy. "We should go were drawing a lot of attention."

Fluttershy didn't pay attention, she just simply but both her hooves on his rib cage and slowly applied pressure, Rainbow flinched when she heard the snapping of bones and his screams, finally she stopped, Billy now lay there crying and coughing blood from time to time. Fluttershy looked at her handy work, then kicked the cloud supporting him, making it vanish and Billy fell. Satisfied with herself, she flew up, being aware of Midnight still on her back and she flew off, leaving Dash in the middle of the crowd of now very angry Pegasus'.

Embarrassed and scared, Rainbow flew up with her signature speed and flew away. She eventually found a cloud back by Ponyville, far away from Fluttershy and Cloudsdale. Most of the night she thought about what Zecora said and how Fluttershy had just killed somepony without even feeling sorry for him. Eventually, sleep got the better of her and she drifted off, and for once since this began, she didn't dream.


	6. History in the Making Part 2

**This is where my part kick in, where my ideas and part of my story kicks off. Lets just hope I could please most of the people. If not, then at least I tried.**

**Disclaimer: I do not own this story, Vixwell does. Vixwell nor I own MLP. All Vixwell owns is the story and the ideas, all I own is the story and ideas beyond chapter 5.**

* * *

**Chapter 5 Act 1: Lost cities **

Rainbow was woken up by a hard shove, nearly knocking her off the cloud. Rainbow looks up to see Fluttershy standing before her and Midnight still on Fluttershy's back, "Let's go! The guards will be looking for us." Fluttershy hissed. "Come on, I know where to go. Follow me." Fluttershy instructed, then took off towards the Everfree Forest.

Rainbow had no choice but to follow, but she felt that she see should go see Applejack or Pinkie. She turned her head to look at Ponyville, feeling that this could be the very last time she would ever see it again.

Fluttershy and Rainbow flew for some quite time over the Everfree Forest. "Where are we going?" Rainbow asked, concern of why they needed to go into the Forest in the first place. "Shut up and you'll see, Rainbow." Fluttershy yelled back, picking up more speed as she flew ahead. They soon hit a patch of fog, making it harder for Rainbow to know exactly where they are.

"Land!" Fluttershy ordered as Rainbow slowed down and started descending from the air to the ground. Once on the ground, Rainbow looked around but only to find nothing but a patch of fog in her way. "Why are we here?" Rainbow asked. Fluttershy lets out a annoyed sigh. "Will you shut up for a moment and wait." Fluttershy responded back with aggression.

Soon, the fog seemed to dispatch and what showed surprised Rainbow. What she was saw was an abandoned village, almost looking like Ponyville in a way. "W-W-What is this place?" Rainbow asked, shuddering over her words because the whole thing was giving off a terrible and eerie presence. It wasn't the scenery that frightened Rainbow, it was that the whole town looked very much like Ponyville, bring distant memories back to Rainbow, making her shed some quiet tears.

"What is this place you ask?" a voice came from Rainbow's head, making her jump at the voice. "Well, if you should know, this is where everything happened, this is where it all began." Rainbow started to freak out a little, because the voice was Midnight's, but Midnight was next to Fluttershy and his mouth wasn't moving at all.

"How are you talking?" Rainbow asked more out of curiousity than fearful.

Midnight's voice just chuckles before responding, "For now, I could talk to you through thoughts. Neat isn't it?" He asked, before licking his paw. "Can Fluttershy hear you too?" Rainbow asked, hoping she isn't the only one that can hear Midnight. Midnight lets out another chuckle. "Why yes! But beside the point right now, this town, this very town is where everything happened, where everything changed." Rainbow notices that every word that Midnight was speaking, his voice seemed to get angry, his body seem to shake with anger. "THIS IS WHERE EVERYTHING WENT TO SH*T!" Midnight screamed.

Rainbow flinched at Midnight's screaming and then suddenly felt sorry for the cat. "Oh, you poor thing." Fluttershy said, wrapping her enormous wing around Midnight. "What exactly happened?" she asked, which Midnight just chuckles some more, almost laughing manically. "Why don't I just show you." he says, jumping out of Fluttershy's reach and turned to them. He licks his paw again and something starts to happen, the whole town seems to reconstruct back to its old self. Suddenly, a mist of happy ponies started forming and then started doing stuff that they would do on their daily lives would do.

The only thing that was weird was that almost everybody had a cat. But the weird thing was that some ponies did have some cats that looked almost like Midnight. "A thousand years ago, we were accepted by some ponies, but we were still discriminated by others. They didn't know what we were capable of, the power we all possessed. So one day, my kind decided to show everybody what we could do, just to stop all discrimination towards us. But when we did that, terror erupted and that's where everything changed for us." Midnight started to explain as the happy ponies started going nuts and then the whole town started to burn and look like it did before.

"The princesses were called in and they issued a law that would require killing all of us. They started slaughtering us like we were some kind of cattle!" A cat that looks just like Midnight runs from out of nowhere, but is stopped by a pony, who tackles the cat from behind as it stomps its hooves onto the cats head, spraying blood, brain and mucus all over the ground. "Only a few of us made it out alive, but not before we threw the whole town into anarchy. Turning some of our owners against the town. Sadly, the princesses killed them before they could... fully develop." Midnight said, watching ever so carefully as ponies try desperately kill of the cats.

"The ones that escaped, including myself, vowed we will destroy those who issued us to be killed, over the years we would find ponies that would be willing to help us reach our goal. Now, I believe I'm the only one left. The rest must have been caught and killed or they somewhere out there, still planning our perfect revenge against the princesses. So now, I may ask..." Midnight said, turning to face Rainbow and Fluttershy and licked his paw before continuing, "Will you help me killed the princesses?"

**Chapter 5 Act 2: Remaining elements**

**Meanwhile at Ponyville Cemetery  
**

A pink and yellow earth pony sit sadly in front of four caskets, getting ready to be put into their final resting place. Three small caskets and one large casket lay lifelessly in front of four new graves. Pinkie and Applejack have come to pay their last respects to their dead friends. But neither of them were in a crying mood to mourn over their lost friends. They were both angry and slightly confused of how this could all have gone down so quickly.

"I still can't believe that they're all gone. Why?! When I find those murderous fiends, I'm going to tear them limb from limb! OW!" Pinkie shouted, before she started rubbing her sore face that swollen slightly from when Rainbow kicked her in the face when she wouldn't let go of her leg. Applejack didn't say anything, she continued to stare at the coffins that contained their once happy friends. A single tear drop fell from Applejack's face before she turned to Pinkie. "Come on, Pinkie. We're going to find out just that." she said, then raced towards the library, leaving Pinkie confused at first, then she shook her head and raced to catch up to Applejack.

**Ten minutes later**

Applejack and Pinkie reached Twilight's former house, which was mercilessly untouched by the blaze that happened about two days ago. Applejack and Pinkie busted into the library's front door, everything was dark, and every furniture had plastic around them. "What are we doing here?" Pinkie asked, only to get a shrug from Applejack as she raced to Twilight's bedroom. Pinkie followed slowly, taking in all the changes that happened within the library. Pinkie started to think of the past times, where they would hang out and do fun things, laugh, and have no care in the world what happened between them. Pinkie started shedding some tears, she knew that was the last of their fun they ever had together, as friends. "What has become of us?" Pinkie asked nobody in particular.

She finally reached where Applejack was flipping through books before throwing them in a direction, then picked up another book and repeated the process over again. "What in the hay are you doing?" Pinkie asked, trying to stop Applejack from throwing any more books, but Applejack pushes Pinkie from her and began her process again. "Stop it, Pinkie. I'm trying to find why this is all happening to our friends!" Applejack said, then dove back into the book she had in her hoof. Pinkie sat back up and watched as Applejack threw more books to the ground as she flipped through more books. "Come on, come on, where the hay is it!" Applejack mumbled to herself.

Pinkie's head fell as she spoke in a low enough voice so Applejack wouldn't hear her. "If only Twilight was here, she'll know what to do." Then, Pinkie started to quietly cry to herself as Applejack flipped through more books, trying desperately trying to find the right book. "AH HA!" Applejack proclaimed, making Pinkie jump at Applejack's voice. "You found it?" Pinkie asked, smiling just a bit.

"Well, sort of." she responded, making Pinkie's small smile fall. "What do you mean sort of?" Pinkie asked, slightly angry that 'sort of' is not going to work in their current situation. "Well, you know that black cat Fluttershy had with her when all this happened?" Applejack asked, kinda confusing Pinkie at first.

"Yeah, why?" she asked in great confusion.

"Well, it says here ' it is the Breed with No Name. They were hunted to extinction before modern science had a chance to name them'..." Applejack read then looked at Pinkie, who was clearly shocked. "A breed with no name?" Pinkie asked, "But if it was hunted to extinction, then why in Equestria is there one here now?"

"It also says ' Some ponies believe a few survived and those that did, have certain ability to ward off attackers'." Applejack continued, "That cat is the first recorded sighting in a thousand years."

"Well, that explains some of it. But that doesn't answer why our friends are acting like this." Pinkie pointed out.

"Let's keeping looking around, maybe we'll find something." Applejack said, going through more books while Pinkie searched through a different shelf of books. About ten minutes of looking through books, Pinkie and Applejack find nothing. "We're never going to find what we're looking for." Pinkie said, throwing down the book in her hoof and sit down in defeat. "It's just no use..." she said.

Applejack continued to look around. She started looking onto the bed, where many books were stacked. After nothing was found, Applejack looked under the bed and spotted a lone pink book. Applejack picked it up and flipped through it, it was Twilight's book. Her book was usually about random facts or her daily lessons that she would usually write to the princess, but the last page was different from the rest. The last page contained writing saying about the specific cat and other facts. "Pinkie..." Applejack said, making Pinkie look at her sadly at first. "I think we found it."

Applejack started to read it as Pinkie tried to get a good look at what Applejack was reading. "It says here 'that the breed with no name is none other than a demon cat, created a thousand years ago. Nopony knew what they actually do, but the cats possessed great and dark powers. The princesses declared that killing them would be best. A secret war was fought against the demon cats, everybody thought the last of the demon cats were destroyed, but the ones that survived, would plot their revenge against the princesses. The ones that survived, would sometimes turn a careless or trustworthy pony that would take them in, into alicorns with great powers to try and overthrow the princesses." Applejack concluded, facing Pinkie with great worry.

"That must be the same thing that is happening to Rainbow and Fluttershy. We've got to go help them!" Applejack said, already forgetting the book and started running for the front door. Pinkie picked up the book and started reading where Applejack left off. Applejack came right back up to see Pinkie still in the same spot. "Pinkie? Aren't you coming to help our friends?" she asked, only to get a chuckle from Pinkie. "Pinkie?" Applejack asked scaredly, "A-are you o-okay?"

Pinkie's hair inflated back up as Pinkie put the book down, smiling devilishly. "Applejack..." Pinkie said, scaring Applejack a little more. "Grab the elements, we've got friends to save."

**Chapter 5 Act 3: Brotherly Sacrifice**

"Well, would you?" Midnight asked, getting slightly impatient of getting his answer from Rainbow and Fluttershy, who were clearly undecided and shocked by this point. Midnight just sighs and starts to like his paw again. "I don't have all day!" Midnight said after a few more minutes of waiting. After a few more minutes of waiting, Fluttershy finally stepped up and spoke. "Of course I'll help you, nopony or animal should ever go through that again." Fluttershy said, releasing a smile to Midnight. "Thank you, Fluttershy. And how about you, Rainbow?" Midnight asked, now turning his attention to Rainbow. Rainbow looked away from Midnight, not looking him in the eye. "I-I-" Rainbow started, but didn't know how to finish it.

"Well?" Midnight said, getting more impatient for Rainbow to answer his question. "I-I-" Rainbow started again, but this time was cut off when A voice yelled out for them. "Rainbow Dash! Fluttershy! You out here?" A voice yelled, making Rainbow flinch. She knew that southern voice anywhere, it was Applejack's. Happiness rushed into Rainbow as she heard Applejack's voice, but instead of calling back to her where she is, she turns her head towards the direction she heard Applejack's voice and yelled, "NO! RUN AWAY! ESCAPE BEFORE IT'S TOO LATE!"

Suddenly, Rainbow felt pain go throughout her whole body. "Oh, why be so rude Rainbow? You're going to ruin all the fun." Midnight purred, Rainbow collapsing to the ground. "Now, Rainbow my dear. Why don't we progress on your development, but in order to do that, you must kill someone." Midnight explained, making Rainbow flinch at the word 'kill'.

Then, suddenly, Rainbow remembered something. "Hey, but I already killed someone before. I've killed Rarity and the Cutie Mark Crusaders." Rainbow said without a doubt that she killed those people. But Midnight just laughed, confusing Rainbow of why he's laughing. "Oh Rainbow, your so naive. To help you develop further, you'll have to physically kill someone. In other words, that pony has to die by your own hooves, nothing will work when you use something when killing someone. Remember back when Fluttershy bucked that lavender pony, you got to do something along the lines of that." Midnight explained.

Applejack's voice came once again. "Fluttershy? Rainbow? Where are you guys?"

Midnight let's out another chuckle. "And what better than killing those meddling friends of yours. We don't want them interfering with our plans, now do we?" Midnight asked, getting a head nod from Fluttershy. Rainbow's knees turns to jelly when she hears that. _Killing one of my friends? I don't think I could do that? I-I don't want to do that_. Rainbow thought to herself.

Applejack and Pinkie rushed into the clearing Fluttershy, Rainbow, and Midnight was in. Applejack and Pinkie looked at them until they both set their eyes on Midnight and their expression turned into furious ones. "Fluttershy, Rainbow, it's us, Applejack and Pinkie." Applejack started, stepping one step closer to them. Fluttershy just laughs before answering. "We know it's you, you moron of a pony. Now, what do you want? Haven't you've figured it out by now, we're not coming back. Now, scram before things get ugly."

Applejack and Pinkie take a step back but still hold their ground. "Okay, enough chit-chat, let's just kill them and get it over with." Midnight said, clearly getting annoyed by Pinkie's and Applejack's appearances. Fluttershy nodded, smiling devilishly at Applejack and Pinkie, thinking of gruesome ways to kill them. Rainbow's heart sank at hearing that.

Applejack pulled out her rope from under her hat and started twirling it around before throwing it around Fluttershy's neck. Applejack tries desperately to take her down just like at the library, but Fluttershy is clearly unaffected by this. "Oh, Applejack, Fool me once, shame on you. Fool me twice, shame on me." Fluttershy says, before taking off toward Applejack, circling around Applejack until the rope was tangled around Applejack's neck. Fluttershy then flies upward and over a branch. She lands right next to Rainbow again as Applejack is in the air, choking as the rope got tighter around her neck.

"PINKIE! RUN!" Applejack manages to yell out as Pinkie's hair deflates once again as tears begin to form in her eyes. "But-but-" Pinkie starts, but is cut off from Applejack yelling to her. "PINKIE, PLEASE! JUST RUN! I PROMISE YOU'LL BE SAFE! I'LL BE FINE! JUST RUUUUUN!" Applejack screamed out. Pinkie just turns around and starts running away. Unfortunately, Fluttershy starts chuckling to herself. "Oh, Applejack, and here I thought you were the Element of Honesty." Fluttershy mocked, enjoying watching Applejack struggle against the room with no prevail.

Rainbow watched horrifically as Fluttershy was chocking Applejack to death. Suddenly, Fluttershy looked at Rainbow and smiled a devilish smile. "Finish her, Rainbow." Fluttershy said, causing Rainbow to look at her with much horror. "WHAT?!" Rainbow yelled in disbelief. "You heard me, Rainbow. Now, Finish her off." Fluttershy ordered. Before Rainbow could respond to that. A large, red earth pony comes rushing into the clearing and snaps the rope, freeing Applejack from her prison.

Applejack coughed a few times before she started sucking in fresh air. She turned to the stallion who saved her and gasped. "Big Mac?! But how'd you know wher-" Applejack started, but then stopped herself for a moment. "You-you followed us here?" Applejack asked. Big Mack simply nods his head before saying, "Eeyup."

"But why, Big Mac?" Applejack asked clearly confused why her older brother followed her and Pinkie. "Because..." Big Mac started. "...I ain't letting another one of my siblings die." Applejack looks down to the ground as Big Mac takes a fighting stance. "Now, you need to go Applejack. Run while you still can." Big Mac ordered. Fluttershy simply laughs. "Oh, what fun this will be..." Fluttershy said, now taking a fighting stance as well. "...I'm going to enjoy watching you die, Mac." Rainbow watches helplessly as the two face-off against each other. "No Big Mac, you're going to get yourself killed!" Applejack said, tears streaming down her face. "I won't leave you behind! I-I can't see you die this way."

Big Mac bows his head down. "I know, Applejack. But if it for protecting you, then so be it." What felt like hours of standing there, Big Mac makes the first move towards Fluttershy, dashing right towards her. Right when Big Mac made it to Fluttershy, he turned around and bucked as hard as he could, making contact with Fluttershy's chest. Fluttershy is sent a few feet with a grunt from Fluttershy. She somehow lands on her feet, chuckling evilly and clutching her chest. "Four broken ribs, is that all you could do, Big Mac?" Fluttershy mocked. Big Mac raced to Fluttershy and bucked her again, this time twice as hard, sending her flying back a few more feet.

But Fluttershy chuckles some more, blood spilling out of Fluttershy's mouth. Her eyes flashing blood red, smiling devilishly at Big Mac, who was clearly surprised to see Fluttershy still standing by this point. "Is that your best?" Fluttershy asked, chuckling some more. "That felt like a filly with a temper tantrum." Fluttershy mocked. Big Mac got angry and rushed toward Fluttershy and bucked her again, only to get more chuckling from Fluttershy. "My turn..." Fluttershy said, then suddenly took off toward Big Mac, slamming into him with full force, sending him flying into a tree, knocking that tree down from all that force. "MAC!" Applejack screamed, more tears falling from her face. Big Mac was somehow able to get up, but only to be bucked by Fluttershy, breaking all his ribs in the process. Big Mac landed and let out a scream of pain. Rainbow watched in total horror as Fluttershy walked casually to Big Mac, despite her broken ribs, and looked at him with almost satisfying look on her face.

"Awww..." Fluttershy said, "I thought you were so much better than that, Big Mac." Fluttershy lets out a sigh before continuing. "Oh well, I guess it's time to see what your insides look like. Shall we?" Fluttershy asked, smiling devilishly at Big Mac again as he struggled under Fluttershy's weight. "Let's do this without any problems." Fluttershy said, stepping on one of Big Mac's legs and applied pressure to it. Rainbow almost throws up when she hears the snap of the bone and the sight of the bone sticking out of the skin as Big Mac releases another scream of pain. Fluttershy does this to the other three legs, getting more satisfied with what she's doing. "NO!" Applejack pleaded, but Fluttershy ignored her as she continued her little fun as she began to lower her sharp horn into Big Mac's chest, being careful not to cut too deep, just enough an inch under the muscle and started slowly cutting down to the stomach. Big Mac lets out more screams of pain as Rainbow forces herself not to throw up as she watches Fluttershy open up Big Mac, showing all the intestines, broken ribs, muscles and blood.

Big Mac's heart could be clearly seen as his heart is pulsing quickly, indicating that he doesn't have much more time to live. Fluttershy then started tearing all of Big Mac's intestines out with her teeth, blooding up Fluttershy's face. Applejack couldn't take it anymore and threw up. Fluttershy continued to tear out more stuff and Big Mac lets out whimpered screams. Finally, Fluttershy gently takes out Big Mac's still beating heart, careful not to destroy it as she puts it next to Big Mac's face so he could see it. The arteries to the heart are stretched out to get to Big Mac's face. Fluttershy looks over her handy work and smiles.

"Oh, Big Mac..." Fluttershy started, wiping some of his blood from her face. "...You let us all down. Now you're going to watch yourself die because of your selflessness." Fluttershy said, then stomped on Big Mac's heart, spraying blood onto his face and with that, he is gone. Applejack starts crying as Fluttershy chuckles evilly as she watched Big Mac's last breath leave his body. Applejack continues to cry as suddenly, Pinkie appears by Applejack and helps her up. Pinkie looks one last time at Big Mac's lifeless body. Anger rushed over Pinkie as she then looked at the Bloodied Fluttershy who was smiling devilishly at them. "This isn't over yet." Pinkie said through her teeth and with that, she disappears with Applejack without a trace.

Fluttershy lets out a laugh and looks at Rainbow. "Lets go, it's time we go and show who the princesses are dealing with." Fluttershy said, smiling devilishly. Rainbow looks fearfully at Fluttershy. _Is this what I really want?_ Rainbow asked, already knowing the answer to that. Rainbow knew exactly knew what she had to do now.


End file.
